UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF
REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act
file number
811-21700
Tortoise
North American Energy Corporation
(Exact name of registrant as
specified in charter)
11550 Ash Street, Suite 300, Leawood, KS
66211
(Address
of principal executive offices) (Zip code)
David J. Schulte
11550 Ash Street, Suite 300, Leawood, KS
66211
(Name and
address of agent for service)
913-981-1020
Registrant's telephone number, including area
code
Date of fiscal year
end:
November 30
Date of reporting
period:
November 30, 2011
Item 1. Report to
Stockholders.
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 more than 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 130 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.
January 12, 2012
Dear Fellow
Stockholders,
Our fiscal year ended Nov. 30, 2011
marked a year of memorable headlines in the broader markets. Macroeconomic
events weighed on the broader equity market, particularly in late summer and
early fall. Global markets saw significant volatility as Eurozone debt concerns
took center stage, coupled with concerning news on the home front including a
U.S. sovereign debt downgrade and slower than anticipated economic growth. While
there were times when most asset classes moved together with knee-jerk reactions
in the short-term, the market recognized quality over longer periods, as
evidenced by the performance of MLPs.
Master Limited Partnership Sector
Review and Outlook
During the fiscal year ended November
30, 2011, MLPs, as measured by the Tortoise MLP Index
®
, outperformed the S&P
500, posting a total return of 9.9 percent compared to the S&P 500 total
return of 7.8 percent for the same period. In 2011, MLPs once again delivered on
their attractive investment merits of stable yield and distribution growth
potential. The yield of the Tortoise MLP Index
TM
as of Nov. 30, 2011
was 6.5 percent and average distribution growth is expected to be approximately
6 percent in 2011. We believe the fundamental drivers remain in place to support
even stronger growth in 2012.
TYN primarily invests in equity
securities of upstream and midstream MLPs. Upstream MLPs continued to purchase
long-life reserves, extend hedges to minimize cash flow volatility and execute
on internal drilling programs to boost production volumes. Certain upstream MLPs
should see future benefits stemming from their exposure to emerging new supply
sources of crude oil and natural gas from unconventional basins, such as the
Granite Wash and the Utica Shale. Midstream MLPs continued to grow distributions
from cash flow generated by internal growth projects as well as
acquisitions.
In 2011, MLPs spent $12 billion
building new energy infrastructure assets such as pipelines, processing plants
and storage facilities. Additionally, 2011 acquisition levels remained elevated,
with over $30 billion in announced MLP acquisitions of assets from both publicly
traded corporations as well as private companies. Energy Transfer Equitys
pending $9 billion acquisition of Southern Union would be one of the largest MLP
acquisitions in history. Significant investment in North American oil and gas
shales by large global energy companies are continuing to validate the
game-changing events taking place in North American energy. We expect additional
need for growth capital for fiscal 2012, with accompanying MLP distribution
growth of 6 percent to 8 percent.
Company Performance Review and
Outlook
Our total assets increased from
$193.8 million on Nov. 30, 2010, to $208.0 million on Nov. 30, 2011, resulting
primarily from net realized and unrealized gains on investments as well as
approximately $6 million in new leverage proceeds. Our market-based total return
was 5.4 percent and our NAV-based total return was 3.7 percent (both including
the reinvestment of distributions) for the fourth fiscal quarter ended Nov. 30,
2011. For fiscal year 2011, our market-based total return was 4.8 percent and
our NAV-based total return was 7.6 percent.
During the fiscal year, our
performance was positively impacted by investment in certain upstream MLPs as
well as petroleum pipeline MLPs. Gathering and processing MLPs and natural gas
pipeline MLPs performed well as a result of infrastructure growth projects,
offset slightly by the performance of propane and gas storage MLPs.
(Unaudited)
|
|
|
|
|
2011 Annual Report
|
|
1
|
We paid a distribution of $0.3825 per
share ($1.53 annualized) to our stockholders on Nov. 30, 2011, an increase of
0.7 percent quarter-over-quarter and an increase of 3.4 percent year-over-year.
This represented an annualized yield of 6.4 percent based on our fiscal year
closing price of $24.05. Our distribution coverage (distributable cash flow
divided by distributions) for the fiscal year was 111 percent. For tax purposes,
distributions to stockholders for 2011 were 100 percent qualified dividend
income.
We ended our fiscal year with
leverage at 15.0 percent of total assets, below our long-term target of 20
percent. We continue to seek to emphasize quality through a conservative
leverage policy. As of Nov. 30, 2011, our leverage had a weighted average cost
of 2.4 percent, with nearly 80 percent at fixed rates.
Additional information about our
financial performance is available in the Key Financial Data and Managements
Discussion of this report.
Conclusion
We continue to expect substantial
growth activity in our nations shales to drive infrastructure build-out. We
also expect upstream MLPs to acquire, as well as expand, crude oil and natural
gas reserves. We believe the investment merits of midstream and upstream MLPs
are particularly attractive as a result of this opportunity. We look forward to
serving you as your professional MLP investment adviser to navigate the course
ahead, with an investment philosophy anchored in quality.
Sincerely,
The Managing Directors
Tortoise
Capital Advisors, L.L.C.
The adviser
to Tortoise North American Energy Corp.
|
|
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H. Kevin Birzer
|
Zachary A. Hamel
|
Kenneth P. Malvey
|
|
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Terry Matlack
|
David J. Schulte
|
|
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(Unaudited)
|
2
|
|
Tortoise North American Energy
Corp.
|
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.
|
|
Year Ended November
30,
|
|
2010
|
|
2011
|
|
|
2010
|
|
2011
|
|
Q4
(1)
|
|
Q1
(1)
|
|
Q2
(1)
|
|
Q3
(1)
|
|
Q4
(1)
|
Total Distributions Received from Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions received from master limited
partnerships
|
|
$
|
9,704
|
|
|
$
|
11,224
|
|
|
$
|
2,556
|
|
|
$
|
2,666
|
|
|
$
|
2,736
|
|
|
$
|
2,876
|
|
|
$
|
2,946
|
|
Dividends paid in stock
|
|
|
1,679
|
|
|
|
1,379
|
|
|
|
393
|
|
|
|
404
|
|
|
|
364
|
|
|
|
339
|
|
|
|
272
|
|
Dividends from common stock
|
|
|
758
|
|
|
|
740
|
|
|
|
188
|
|
|
|
191
|
|
|
|
190
|
|
|
|
222
|
|
|
|
137
|
|
Interest and dividend income
|
|
|
409
|
|
|
|
94
|
|
|
|
95
|
|
|
|
48
|
|
|
|
46
|
|
|
|
|
|
|
|
|
|
Other income
|
|
|
|
|
|
|
368
|
|
|
|
|
|
|
|
22
|
|
|
|
60
|
|
|
|
|
|
|
|
286
|
|
Total from
investments
|
|
12,550
|
|
|
13,805
|
|
|
|
3,232
|
|
|
|
3,331
|
|
|
|
3,396
|
|
|
|
3,437
|
|
|
|
3,641
|
|
Operating
Expenses Before Leverage Costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and Current
Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advisory fees, net of expense
reimbursement
|
|
|
1,515
|
|
|
|
1,912
|
|
|
|
419
|
|
|
|
459
|
|
|
|
498
|
|
|
|
483
|
|
|
|
472
|
|
Other operating expenses
|
|
|
553
|
|
|
|
497
|
|
|
|
126
|
|
|
|
128
|
|
|
|
129
|
|
|
|
126
|
|
|
|
114
|
|
|
|
|
2,068
|
|
|
|
2,409
|
|
|
|
545
|
|
|
|
587
|
|
|
|
627
|
|
|
|
609
|
|
|
|
586
|
|
Distributable cash flow before leverage
costs and current taxes
|
|
10,482
|
|
|
|
11,396
|
|
|
|
2,687
|
|
|
|
2,744
|
|
|
|
2,769
|
|
|
|
2,828
|
|
|
|
3,055
|
|
Leverage costs
(2)
|
|
|
1,040
|
|
|
|
814
|
|
|
|
260
|
|
|
|
257
|
|
|
|
260
|
|
|
|
117
|
|
|
|
180
|
|
Current income tax expense
|
|
|
27
|
|
|
|
30
|
|
|
|
9
|
|
|
|
3
|
|
|
|
9
|
|
|
|
9
|
|
|
|
9
|
|
Distributable Cash Flow
(3)
|
|
$
|
9,415
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|
|
$
|
10,552
|
|
|
$
|
2,418
|
|
|
$
|
2,484
|
|
|
$
|
2,500
|
|
|
$
|
2,702
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|
|
$
|
2,866
|
|
|
Distributions paid on common stock
|
|
$
|
9,294
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|
|
$
|
9,506
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|
|
$
|
2,330
|
|
|
$
|
2,345
|
|
|
$
|
2,361
|
|
|
$
|
2,392
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|
|
$
|
2,408
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|
Distributions
paid on common stock per share
|
|
1.4800
|
|
|
1.5100
|
|
|
|
0.3700
|
|
|
0.3725
|
|
|
|
0.3750
|
|
|
|
0.3800
|
|
|
|
0.3825
|
|
Payout percentage for period
(4)
|
|
|
98.7
|
%
|
|
|
90.1
|
%
|
|
|
96.4
|
%
|
|
|
94.4
|
%
|
|
|
94.4
|
%
|
|
|
88.5
|
%
|
|
|
84.0
|
%
|
Net realized
gain (loss), net of income taxes, for the period
|
|
|
3,024
|
|
|
|
13,689
|
|
|
|
(810
|
)
|
|
|
636
|
|
|
|
7,040
|
|
|
|
851
|
|
|
|
5,162
|
|
Total assets, end of period
|
|
193,819
|
|
|
208,041
|
|
|
193,819
|
|
|
211,932
|
|
|
207,450
|
|
|
200,317
|
|
|
208,041
|
|
Average total
assets during period
(5)
|
|
170,320
|
|
|
205,491
|
|
|
185,678
|
|
|
202,187
|
|
|
211,556
|
|
|
205,974
|
|
|
203,054
|
|
Leverage
(6)
|
|
25,400
|
|
|
|
31,300
|
|
|
|
25,400
|
|
|
|
24,700
|
|
|
|
26,500
|
|
|
|
26,100
|
|
|
|
31,300
|
|
Leverage as a
percent of total assets
|
|
|
13.1
|
%
|
|
|
15.0
|
%
|
|
|
13.1
|
%
|
|
|
11.7
|
%
|
|
|
12.8
|
%
|
|
|
13.0
|
%
|
|
|
15.0
|
%
|
Net unrealized appreciation, net of income taxes, end of
period
|
|
56,146
|
|
|
|
54,362
|
|
|
|
56,146
|
|
|
|
67,646
|
|
|
|
58,667
|
|
|
|
53,928
|
|
|
|
54,362
|
|
Net assets, end
of period
|
|
154,289
|
|
|
155,942
|
|
|
154,289
|
|
|
163,963
|
|
|
159,100
|
|
|
152,721
|
|
|
155,942
|
|
Average net assets during period
(7)
|
|
141,986
|
|
|
157,410
|
|
|
151,466
|
|
|
158,748
|
|
|
162,099
|
|
|
155,864
|
|
|
152,909
|
|
Net asset value
per common share
|
|
|
24.51
|
|
|
|
24.77
|
|
|
|
24.51
|
|
|
|
26.04
|
|
|
|
25.27
|
|
|
|
24.26
|
|
|
|
24.77
|
|
Market value per common share
|
|
|
24.44
|
|
|
|
24.05
|
|
|
|
24.44
|
|
|
|
25.50
|
|
|
|
24.41
|
|
|
|
23.19
|
|
|
|
24.05
|
|
Shares
outstanding
|
|
6,295,750
|
|
|
6,295,750
|
|
|
6,295,750
|
|
|
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
|
|
|
7.37
|
%
|
|
|
6.72
|
%
|
|
|
6.98
|
%
|
|
|
6.68
|
%
|
|
|
6.37
|
%
|
|
|
6.62
|
%
|
|
|
7.19
|
%
|
Operating expenses before leverage costs
and current taxes
|
|
|
1.21
|
%
|
|
|
1.17
|
%
|
|
|
1.18
|
%
|
|
|
1.18
|
%
|
|
|
1.18
|
%
|
|
|
1.17
|
%
|
|
|
1.16
|
%
|
Distributable cash flow before leverage
costs and current taxes
|
|
|
6.16
|
%
|
|
|
5.55
|
%
|
|
|
5.80
|
%
|
|
|
5.50
|
%
|
|
|
5.19
|
%
|
|
|
5.45
|
%
|
|
|
6.03
|
%
|
As a Percent
of Average Net Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributable cash
flow
(3)
|
|
|
6.63
|
%
|
|
|
6.70
|
%
|
|
|
6.40
|
%
|
|
|
6.35
|
%
|
|
|
6.12
|
%
|
|
|
6.88
|
%
|
|
|
7.52
|
%
|
(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 on net investment income.
|
(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.
|
Managements 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
Total assets increased approximately
$7.7 million during the 4th quarter primarily as a result of increased market
values of our MLP investments. Although quarter-end total assets increased,
average total assets for the quarter decreased as compared to 3rd quarter 2011,
resulting in decreased asset-based expenses. Distribution increases from our MLP
investments were in-line with our expectations. Total leverage as a percent of
total assets increased approximately 2.0 percent during the quarter as a result
of increased use of our margin loan facility and we increased our quarterly
distribution to $0.3825 per share. 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 managements 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.
4
|
|
Tortoise North American Energy
Corp.
|
Managements Discussion
(Unaudited)
(Continued)
|
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 4th quarter 2011 was approximately $3.6 million,
representing a 12.7 percent increase as compared to 4th quarter 2010 and an
increase of approximately 5.9 percent as compared to 3rd quarter 2011. These
changes reflect increases in per share distribution rates on our MLP
investments, distributions received from additional investments funded with
leverage proceeds and the receipt of non-recurring income of approximately
$286,000, offset by the impact of trading activity wherein certain investments
with higher current yields and lower expected future growth were sold and
replaced with investments that had lower current yields and higher expected
future growth.
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 1.16 percent of average total assets for the
4th quarter 2011 as compared to 1.18 percent for the 4th quarter 2010 and 1.17
percent for the 3rd quarter 2011.
Advisory fees for the 4th quarter
2011 decreased 2.3 percent from 3rd 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 decreased approximately $12,000 as compared to
3rd quarter 2011, primarily as a result of reduced professional fees.
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 $180,000 for the 4th quarter 2011 compared to $117,000 for the 3rd
quarter 2011. The cost of interest rate swaps, as outlined below, increased our
leverage costs as compared to the 3rd quarter 2011. Our average annualized total
cost of leverage, including interest rate swaps, was 2.36 percent as of November
30, 2011. 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 6.8 years at November 30, 2011. This swap arrangement effectively fixes the cost on approximately 80 percent of
our outstanding leverage as of November 30, 2011 over the remaining swap period.
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. 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 4th quarter 2011, our DCF was
approximately $2.9 million, an increase of 6.1 percent as compared to 3rd
quarter 2011. The change is the net result of changes to distributions and
expenses as outlined above. We declared a distribution of $2.4 million, or
$0.3825 per share, during the quarter. This is an increase of 3.4 percent as
compared to the per share distribution paid for 4th quarter 2010 and a 0.7
percent increase compared to 3rd quarter 2011.
Our dividend payout ratio as a
percentage of DCF decreased from 88.5 percent for 3rd quarter 2011 to 84.0
percent for 4th quarter 2011. This decrease is the net result of the change in
distributions and expenses, including leverage costs and non-recurring income,
as outlined above. Excluding the non-recurring income received in the 4th
quarter 2011, our DCF payout ratio would have been 93.3 percent. 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 4th quarter 2011 (in thousands):
|
|
2011 YTD
|
|
4th Qtr
2011
|
Net Investment
Income (Loss), before Income Taxes
|
|
$
|
(1,182
|
)
|
|
|
$
|
69
|
|
Adjustments to reconcile to
DCF:
|
|
|
|
|
|
|
|
|
|
Dividends paid in
stock
|
|
|
1,379
|
|
|
|
|
272
|
|
Distributions characterized as return of capital
|
|
|
10,450
|
|
|
|
|
2,625
|
|
Distribution included in
direct placement discount
|
|
|
16
|
|
|
|
|
|
|
Amortization of debt issuance costs
|
|
|
10
|
|
|
|
|
|
|
Interest rate swap
expenses
|
|
|
(91
|
)
|
|
|
|
(91
|
)
|
Current
income tax expenses
|
|
|
(30
|
)
|
|
|
|
(9
|
)
|
DCF
|
|
$
|
10,552
|
|
|
|
$
|
2,866
|
|
Managements Discussion
(Unaudited)
(Continued)
|
Liquidity and Capital
Resources
We had total assets of $208 million
at year-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 4th quarter
2011, total assets increased by approximately $7.7 million. This change was
primarily the result of a $6.6 million increase in the value of our investments
as reflected by the change in realized and unrealized gains on investments
(excluding return of capital on distributions), net purchases during the quarter
of $2.3 million and a decrease in receivable for investments sold of
approximately $1.2 million during the quarter.
Total leverage outstanding at
November 30, 2011 was $31.3 million, an increase of $5.2 million as compared to
August 31, 2011. Total leverage represented 15.0 percent of total assets, an
increase from 13.0 percent of total assets at August 31, 2011 and from 13.1
percent of total assets at November 30, 2010. On an adjusted basis to reflect
the payment of the 3rd quarter 2011 distribution at the beginning of the 4th
quarter 2011, total leverage increased by approximately $2.8 million and
represented 13.9 percent of total assets. 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 that
generally have cash distributions in excess of their income for accounting and
tax purposes. 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 2011 were 100 percent qualified
dividend income. 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
2011 was 100 percent return of capital.
The unrealized gain or loss we have
in the portfolio is reflected in the Statement of Assets and Liabilities. At
November 30, 2011, our investments are valued at $207.8 million, with an
adjusted cost of $140.3 million. The $67.5 million difference reflects
unrealized gain 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 November 30, 2011, the balance sheet reflects a net deferred tax
liability of approximately $19.9 million or $3.16 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.
As of November 30, 2011, we had
approximately $15 million in capital loss carryforwards and $11 million in net
operating losses. To the extent we have taxable income that is not offset by
either capital loss carryforwards or net operating losses, we will owe federal
and state income taxes. Tax payments can be funded from investment earnings,
fund assets or borrowings. Details of our taxes are disclosed in Note 5 in our
Notes to Financial Statements.
6
|
|
Tortoise North American Energy
Corp.
|
Schedule of
Investments
November 30,
2011
|
|
|
Shares
|
|
Fair
Value
|
Master Limited Partnerships and
|
|
|
|
|
|
|
Related Companies
129.0%
(1)
|
|
|
|
|
|
|
|
|
Crude/Refined Products Pipelines
41.6%
(1)
|
|
|
|
|
United States
41.6%
(1)
|
|
|
|
|
|
|
Buckeye Partners, L.P.
(2)
|
|
172,400
|
|
$
|
10,999,120
|
|
Enbridge Energy
Management, L.L.C.
(2)(3)
|
|
142,870
|
|
|
4,551,830
|
|
Enbridge Energy Partners, L.P.
(2)
|
|
140,319
|
|
|
4,345,679
|
|
Holly Energy
Partners, L.P.
(2)
|
|
79,900
|
|
|
4,452,028
|
|
Kinder Morgan Management, LLC
(2)(3)
|
|
137,198
|
|
|
9,709,516
|
|
Magellan
Midstream Partners, L.P.
(2)
|
|
177,900
|
|
|
11,382,042
|
|
NuStar Energy L.P.
(2)
|
|
81,800
|
|
|
4,485,912
|
|
Oiltanking
Partners, L.P.
|
|
22,900
|
|
|
659,520
|
|
Plains All American Pipeline, L.P.
(2)
|
|
107,600
|
|
|
6,978,936
|
|
Sunoco Logistics
Partners L.P.
(2)
|
|
63,100
|
|
|
6,515,706
|
|
Tesoro Logistics LP
(2)
|
|
29,700
|
|
|
809,622
|
|
|
|
|
|
|
64,889,911
|
|
|
|
Natural Gas/Natural Gas Liquids Pipelines
48.3%
(1)
|
|
|
United States
48.3%
(1)
|
|
|
|
|
|
|
Boardwalk Pipeline Partners, LP
(2)
|
|
161,312
|
|
|
4,187,660
|
|
El Paso Pipeline
Partners, L.P.
(2)
|
|
386,510
|
|
|
12,665,933
|
|
Energy Transfer Equity, L.P.
(2)
|
|
73,200
|
|
|
2,583,228
|
|
Energy Transfer
Partners, L.P.
(2)
|
|
177,840
|
|
|
7,782,278
|
|
Enterprise Products Partners L.P.
(2)(4)
|
|
309,650
|
|
|
14,085,978
|
|
Niska Gas
Storage Partners LLC
|
|
44,183
|
|
|
427,691
|
|
ONEOK Partners, L.P.
(2)
|
|
156,200
|
|
|
7,897,472
|
|
PAA Natural Gas
Storage, L.P.
|
|
46,718
|
|
|
817,098
|
|
Regency Energy Partners LP
(2)
|
|
412,000
|
|
|
9,480,120
|
|
Spectra Energy
Partners, LP
(2)
|
|
136,600
|
|
|
4,134,882
|
|
TC PipeLines, LP
(2)
|
|
74,400
|
|
|
3,539,952
|
|
Williams
Partners L.P.
(2)
|
|
134,100
|
|
|
7,785,846
|
|
|
|
|
|
|
75,388,138
|
|
|
|
Natural Gas Gathering/Processing
17.0%
(1)
|
|
|
|
|
United States
17.0%
(1)
|
|
|
|
|
|
|
Chesapeake Midstream Partners, L.P.
(2)
|
|
94,400
|
|
|
2,474,224
|
|
Copano Energy,
L.L.C.
(2)
|
|
152,916
|
|
|
5,061,520
|
|
Crestwood Midstream Partners LP
|
|
13,005
|
|
|
388,459
|
|
Crestwood
Midstream Partners, LP
(3)
|
|
85,878
|
|
|
2,565,176
|
|
DCP Midstream Partners, LP
(2)
|
|
51,500
|
|
|
2,209,865
|
|
MarkWest Energy
Partners, L.P.
(2)
|
|
113,900
|
|
|
6,109,596
|
|
Targa Resources Partners LP
(2)
|
|
130,155
|
|
|
4,884,717
|
|
Western Gas
Partners LP
|
|
73,700
|
|
|
2,777,016
|
|
|
|
|
|
|
26,470,573
|
|
|
Oil and Gas Production 19.6%
(1)
|
|
|
|
|
|
|
United States
19.6%
(1)
|
|
|
|
|
|
|
BreitBurn Energy Partners L.P.
(2)
|
|
163,700
|
|
|
3,028,450
|
|
Encore Energy
Partners LP
(2)
|
|
132,100
|
|
|
2,648,605
|
|
EV Energy Partners, L.P.
(2)
|
|
124,700
|
|
|
8,510,775
|
|
Legacy Reserves,
LP
(2)
|
|
126,600
|
|
|
3,395,412
|
|
Linn Energy, LLC
(2)
|
|
229,397
|
|
|
8,352,345
|
|
Pioneer
Southwest Energy Partners L.P.
(2)
|
|
150,900
|
|
|
4,588,869
|
|
|
|
|
|
|
30,524,456
|
|
|
Propane Distribution 1.4%
(1)
|
|
|
|
|
|
|
United States
1.4%
(1)
|
|
|
|
|
|
|
Inergy, L.P.
(2)
|
|
86,790
|
|
|
2,098,582
|
|
|
Shipping 1.1%
(1)
|
|
|
|
|
|
|
Republic of
the Marshall Islands 1.1%
(1)
|
|
|
|
|
|
|
Teekay LNG Partners L.P.
(2)
|
|
53,500
|
|
|
1,722,165
|
|
Total Master
Limited Partnerships and
|
|
|
|
|
|
|
Related Companies (Cost
$134,208,284)
|
|
|
|
|
201,093,825
|
|
|
Common Stock 4.2%
(1)
|
|
|
|
|
|
|
|
Shipping 4.2%
(1)
|
|
|
|
|
|
|
Republic of
the Marshall Islands 4.2%
(1)
|
|
|
|
|
|
|
Navios Maritime Partners L.P.
|
|
228,748
|
|
|
3,124,698
|
|
Teekay Offshore
Partners L.P.
(2)
|
|
73,200
|
|
|
2,041,548
|
|
Teekay Offshore Partners L.P.
(5)
|
|
53,975
|
|
|
1,371,505
|
|
Total Common
Stock (Cost $5,964,517)
|
|
|
|
|
6,537,751
|
|
|
Short-Term Investment 0.1%
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States Investment Company 0.1%
(1)
|
|
|
|
|
|
|
Fidelity Institutional Money Market Portfolio
|
|
|
|
|
|
|
Class I, 0.18%
(6)
(Cost $176,319)
|
|
176,319
|
|
|
176,319
|
|
|
|
|
|
|
|
|
Total Investments 133.3%
(1)
|
|
|
|
|
|
|
(Cost $140,349,120)
|
|
|
|
|
207,807,895
|
|
Interest Rate Swap Contracts (0.3%)
(1)
|
|
|
|
|
|
|
$25,000,000 notional Unrealized
Depreciation
(7)
|
|
|
|
|
(400,566
|
)
|
Other Assets and Liabilities (33.0%)
(1)
|
|
|
|
|
(51,465,689
|
)
|
|
|
|
|
|
|
|
Total Net Assets Applicable to Common
|
|
|
|
|
|
|
Stockholders
100.0%
(1)
|
|
|
|
$
|
155,941,640
|
|
(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 of $400,566.
|
(5)
|
Restricted securities
have been fair valued in accordance with procedures approved by the Board
of Directors and have a total fair value of $1,371,505, which represents
0.9% of net assets. See Note 7 to the financial statements for further
disclosure.
|
(6)
|
Rate reported is the
current yield as of November 30, 2011.
|
(7)
|
See Note 11 to the
financial statements for further
disclosure.
|
See accompanying Notes to
Financial Statements.
Statement of Assets &
Liabilities
November 30, 2011
|
Assets
|
|
|
|
|
Investments at fair value (cost
$140,349,120)
|
|
$
|
207,807,895
|
|
Cash
|
|
|
29,372
|
|
Receivable for Adviser expense
reimbursement
|
|
|
16,875
|
|
Receivable for investments sold
|
|
|
95,007
|
|
Prepaid expenses and other
assets
|
|
|
92,316
|
|
Total
assets
|
|
|
208,041,465
|
|
|
Liabilities
|
|
|
|
|
Payable to Adviser
|
|
|
337,509
|
|
Accrued expenses and other
liabilities
|
|
|
151,846
|
|
Unrealized depreciation of interest rate
swap contracts
|
|
|
400,566
|
|
Deferred tax liability
|
|
|
19,909,904
|
|
Short-term borrowings
|
|
|
31,300,000
|
|
Total liabilities
|
|
|
52,099,825
|
|
Net assets applicable to common stockholders
|
|
$
|
155,941,640
|
|
|
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
|
|
|
106,761,934
|
|
Accumulated net investment loss, net of
income taxes
|
|
|
(579,433
|
)
|
Accumulated net realized loss, net of
income taxes
|
|
|
(4,609,109
|
)
|
Net unrealized appreciation of investments
and
|
|
|
|
|
interest
rate swap contracts, net of income taxes
|
|
|
54,361,952
|
|
Net assets applicable to common stockholders
|
|
$
|
155,941,640
|
|
Net Asset Value per common share
outstanding
|
|
|
|
|
(net assets
applicable to common stock,
|
|
|
|
|
divided by
common shares outstanding)
|
|
$
|
24.77
|
|
Statement of
Operations
Year Ended November 30,
2011
|
Investment Income
|
|
|
|
|
Distributions from master limited
partnerships
|
|
$
|
11,208,361
|
|
Less return of capital on
distributions
|
|
|
(10,449,418
|
)
|
Net distributions from master limited
partnerships
|
|
|
758,943
|
|
Dividend income
|
|
|
740,300
|
|
Interest income
|
|
|
93,490
|
|
Dividends from money market mutual
funds
|
|
|
213
|
|
Other income
|
|
|
367,706
|
|
Total Investment Income
|
|
|
1,960,652
|
|
Operating
Expenses
|
|
|
|
|
Advisory fees
|
|
|
2,021,834
|
|
Professional fees
|
|
|
174,178
|
|
Administrator fees
|
|
|
80,876
|
|
Directors fees
|
|
|
66,687
|
|
Stockholder communication
expenses
|
|
|
56,623
|
|
Fund accounting fees
|
|
|
37,359
|
|
Registration fees
|
|
|
24,675
|
|
Custodian fees and expenses
|
|
|
14,367
|
|
Stock transfer agent fees
|
|
|
10,998
|
|
Other operating expenses
|
|
|
30,885
|
|
Total Operating Expenses
|
|
|
2,518,482
|
|
Leverage
Expenses
|
|
|
|
|
Interest expense
|
|
|
706,426
|
|
Amortization of debt issuance
costs
|
|
|
10,514
|
|
Other leverage expenses
|
|
|
16,757
|
|
Total Leverage Expenses
|
|
|
733,697
|
|
Total Expenses
|
|
|
3,252,179
|
|
Less expense reimbursement by
Adviser
|
|
|
(109,284
|
)
|
Net
Expenses
|
|
|
3,142,895
|
|
Net
Investment Loss, before Income Taxes
|
|
|
(1,182,243
|
)
|
Current tax expense
|
|
|
(14,786
|
)
|
Deferred tax benefit
|
|
|
451,594
|
|
Income tax
benefit, net
|
|
|
436,808
|
|
Net
Investment Loss
|
|
|
(745,435
|
)
|
Realized and Unrealized Gain on Investments
|
|
|
|
|
and Interest Rate
Swaps
|
|
|
|
|
Net realized
gain on investments
|
|
|
22,046,120
|
|
Net realized
loss on interest rate swap settlements
|
|
|
(62,164
|
)
|
Net realized gain, before income taxes
|
|
|
21,983,956
|
|
Current tax expense
|
|
|
(30,000
|
)
|
Deferred tax expense
|
|
|
(8,265,179
|
)
|
Income tax expense
|
|
|
(8,295,179
|
)
|
Net realized gain on investments
|
|
|
|
|
and interest rate swaps
|
|
|
13,688,777
|
|
Net
unrealized depreciation of investments
|
|
|
(2,465,346
|
)
|
Net
unrealized depreciation of interest rate swap contracts
|
|
|
(400,566
|
)
|
Net unrealized depreciation, before income taxes
|
|
|
(2,865,912
|
)
|
Deferred tax benefit
|
|
|
1,081,391
|
|
Net unrealized depreciation of investments
|
|
|
|
|
and interest rate swap contracts
|
|
|
(1,784,521
|
)
|
Net Realized
and Unrealized Gain on Investments
|
|
|
|
|
and Interest Rate
Swaps
|
|
|
11,904,256
|
|
Net Increase in Net Assets Applicable to Common
Stockholders
|
|
|
|
|
Resulting from
Operations
|
|
$
|
11,158,821
|
|
See accompanying Notes to
Financial Statements.
8
|
|
Tortoise North American Energy
Corp.
|
S
TATEMENT OF
C
HANGES IN
N
ET
A
SSETS
Year Ended November 30
|
|
|
2011
|
|
2010
|
Operations
|
|
|
|
|
|
|
|
|
Net investment loss
|
|
$
|
(745,435
|
)
|
|
$
|
(540,554
|
)
|
Net realized
gain on investments and interest rate swaps
|
|
|
13,688,777
|
|
|
|
3,023,685
|
|
Net unrealized appreciation (depreciation)
of investments and interest rate
swap
contracts
|
|
|
(1,784,521
|
)
|
|
|
33,743,451
|
|
Net increase
in net assets applicable to common stockholders resulting
from
operations
|
|
|
11,158,821
|
|
|
|
36,226,582
|
|
Distributions to Common Stockholders
|
|
|
|
|
|
|
|
|
Net
investment income
|
|
|
|
|
|
|
|
|
Return of capital
|
|
|
(9,506,583
|
)
|
|
|
(9,293,612
|
)
|
Total
distributions to common stockholders
|
|
|
(9,506,583
|
)
|
|
|
(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 in net assets applicable to common stockholders
|
|
|
1,652,238
|
|
|
|
27,680,097
|
|
Net Assets
|
|
|
|
|
|
|
|
|
Beginning of
year
|
|
|
154,289,402
|
|
|
|
126,609,305
|
|
End of year
|
|
$
|
155,941,640
|
|
|
$
|
154,289,402
|
|
Undistributed
(accumulated) net investment income (loss), net of income
taxes,
end of
year
|
|
$
|
(579,433
|
)
|
|
$
|
166,002
|
|
See accompanying Notes to
Financial Statements.
S
TATEMENT OF
C
ASH
F
LOWS
Year
Ended November 30, 2011
|
Cash Flows from Operating Activities
|
|
|
|
|
Distributions received from master limited
partnerships
|
|
$
|
11,208,361
|
|
Interest and dividend income
received
|
|
|
842,981
|
|
Purchases of long-term
investments
|
|
|
(60,961,942
|
)
|
Proceeds from sales of long-term
investments
|
|
|
55,777,594
|
|
Interest received on securities
sold
|
|
|
153,653
|
|
Purchases of short-term investments,
net
|
|
|
(78,133
|
)
|
Payments for interest rate swap contracts,
net
|
|
|
(62,164
|
)
|
Other income received
|
|
|
367,640
|
|
Interest expense paid
|
|
|
(890,718
|
)
|
Income taxes paid
|
|
|
(60,584
|
)
|
Operating expenses paid
|
|
|
(2,417,780
|
)
|
Net cash
provided by operating activities
|
|
|
3,878,908
|
|
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
|
|
|
40,600,000
|
|
Repayments on margin loan
facility
|
|
|
(9,300,000
|
)
|
Maturity of long-term debt
obligations
|
|
|
(15,000,000
|
)
|
Distributions paid to common
stockholders
|
|
|
(9,749,536
|
)
|
Net cash
used in financing activities
|
|
|
(3,849,536
|
)
|
Net change in cash
|
|
|
29,372
|
|
Cash beginning of year
|
|
|
|
|
Cash end of year
|
|
$
|
29,372
|
|
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
|
|
$
|
11,158,821
|
|
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
|
|
|
(60,961,942
|
)
|
Proceeds from sales of long-term investments
|
|
|
55,870,744
|
|
Purchases of short-term investments, net
|
|
|
(78,133
|
)
|
Payments for interest rate swap contracts, net
|
|
|
(62,164
|
)
|
Return of capital on distributions received
|
|
|
10,449,418
|
|
Deferred tax expense
|
|
|
6,732,194
|
|
Net unrealized depreciation of investments
|
|
|
|
|
and interest rate swap contracts
|
|
|
2,865,912
|
|
Net realized gain on investments and
|
|
|
|
|
interest rate swap contracts
|
|
|
(21,984,022
|
)
|
Amortization of market premium, net
|
|
|
11,072
|
|
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
|
|
|
(93,150
|
)
|
Decrease in prepaid expenses and other assets
|
|
|
12,825
|
|
Decrease in current tax liability
|
|
|
(15,000
|
)
|
Increase in payable to Adviser, net of
|
|
|
|
|
expense reimbursement
|
|
|
32,887
|
|
Decrease in accrued expenses and other liabilities
|
|
|
(222,664
|
)
|
Total adjustments
|
|
|
(7,279,913
|
)
|
Net cash
provided by operating activities
|
|
$
|
3,878,908
|
|
See accompanying Notes to
Financial Statements.
10
|
|
Tortoise North American Energy
Corp.
|
Financial Highlights
Year Ended November
30
|
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
Per Common Share
Data
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value, beginning of
year
|
|
$
|
24.51
|
|
|
$
|
20.22
|
|
|
$
|
10.78
|
|
|
$
|
27.25
|
|
|
$
|
23.70
|
|
Income (Loss)
from Investment Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income (loss)
(2)
|
|
|
(0.12
|
)
|
|
|
(0.09
|
)
|
|
|
0.25
|
|
|
|
0.43
|
|
|
|
0.72
|
|
Net realized
and unrealized gain (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
on investments and interest rate
swaps
contracts
(2)
|
|
|
1.89
|
|
|
|
5.86
|
|
|
|
10.67
|
|
|
|
(15.14
|
)
|
|
|
4.47
|
|
Total income (loss) from
investment
operations
|
|
|
1.77
|
|
|
|
5.77
|
|
|
|
10.92
|
|
|
|
(14.71
|
)
|
|
|
5.19
|
|
Distributions
to Preferred Stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.12
|
)
|
Net realized
gain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.07
|
)
|
Return of
capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.17
|
)
|
|
|
|
|
Total distributions to preferred stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.17
|
)
|
|
|
(0.19
|
)
|
Distributions to Common
Stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.90
|
)
|
Net realized
gain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.10
|
)
|
|
|
(0.55
|
)
|
Return of
capital
|
|
|
(1.51
|
)
|
|
|
(1.48
|
)
|
|
|
(1.48
|
)
|
|
|
(1.49
|
)
|
|
|
|
|
Total distributions to common stockholders
|
|
|
(1.51
|
)
|
|
|
(1.48
|
)
|
|
|
(1.48
|
)
|
|
|
(1.59
|
)
|
|
|
(1.45
|
)
|
Net Asset Value, end of year
|
|
$
|
24.77
|
|
|
$
|
24.51
|
|
|
$
|
20.22
|
|
|
$
|
10.78
|
|
|
$
|
27.25
|
|
Per common share market value,
end of year
|
|
$
|
24.05
|
|
|
$
|
24.44
|
|
|
$
|
19.49
|
|
|
$
|
9.25
|
|
|
$
|
23.10
|
|
Total Investment Return Based
on Market
Value
(3)
|
|
|
4.77
|
%
|
|
|
33.62
|
%
|
|
|
131.66
|
%
|
|
|
(55.98
|
)%
|
|
|
9.28
|
%
|
|
Supplemental Data and
Ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets applicable
to common
stockholders,
end of year (000s)
|
|
$
|
155,942
|
|
|
$
|
154,289
|
|
|
$
|
126,609
|
|
|
$
|
49,716
|
|
|
$
|
125,702
|
|
Average net
assets (000s)
|
|
$
|
157,410
|
|
|
$
|
141,986
|
|
|
$
|
80,041
|
|
|
$
|
113,045
|
|
|
$
|
125,379
|
|
Ratio of Expenses to Average Net
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advisory
fees
|
|
|
1.28
|
%
|
|
|
1.19
|
%
|
|
|
1.13
|
%
|
|
|
1.50
|
%
|
|
|
1.45
|
%
|
Other
expenses
|
|
|
0.32
|
|
|
|
0.38
|
|
|
|
1.01
|
|
|
|
0.48
|
|
|
|
0.40
|
|
Expense
reimbursement
|
|
|
(0.07
|
)
|
|
|
(0.12
|
)
|
|
|
(0.12
|
)
|
|
|
(0.23
|
)
|
|
|
(0.29
|
)
|
Subtotal
|
|
|
1.53
|
|
|
|
1.45
|
|
|
|
2.02
|
|
|
|
1.75
|
|
|
|
1.56
|
|
Leverage
expenses
(4)
|
|
|
0.47
|
|
|
|
0.75
|
|
|
|
1.17
|
|
|
|
3.71
|
|
|
|
2.01
|
|
Income tax
expense (benefit)
(5)
|
|
|
4.30
|
|
|
|
13.10
|
|
|
|
(4.70
|
)
|
|
|
0.06
|
|
|
|
0.02
|
|
Total expenses
|
|
|
6.30
|
%
|
|
|
15.30
|
%
|
|
|
(1.51
|
)%
|
|
|
5.52
|
%
|
|
|
3.59
|
%
|
See accompanying Notes to
Financial Statements.
Financial Highlights
(Continued)
Year Ended November
30
|
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
Ratio of net investment income (loss)
to average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
net assets
before expense reimbursement
(4)
|
|
|
(0.54
|
)%
|
|
|
(0.50
|
)%
|
|
|
1.82
|
%
|
|
|
1.51
|
%
|
|
|
2.37
|
%
|
Ratio of net investment income (loss) to average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
net assets after expense
reimbursement
(4)
|
|
|
(0.47
|
)%
|
|
|
(0.38
|
)%
|
|
|
1.94
|
%
|
|
|
1.74
|
%
|
|
|
2.66
|
%
|
Portfolio turnover rate
|
|
|
27.34
|
%
|
|
|
27.89
|
%
|
|
|
41.90
|
%
|
|
|
36.69
|
%
|
|
|
16.06
|
%
|
Short-term borrowings, end of year (000s)
|
|
$
|
31,300
|
|
|
$
|
10,400
|
|
|
$
|
5,900
|
|
|
|
|
|
|
$
|
9,600
|
|
Long-term debt obligations, end of
year (000s)
|
|
|
|
|
|
$
|
15,000
|
|
|
$
|
15,000
|
|
|
$
|
15,000
|
|
|
$
|
40,000
|
|
Preferred stock, end of year (000s)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
10,000
|
|
|
$
|
15,000
|
|
Per common share amount of long-term
debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
obligations
outstanding, end of year
|
|
|
|
|
|
$
|
2.38
|
|
|
$
|
2.40
|
|
|
$
|
3.25
|
|
|
$
|
8.67
|
|
Per common share amount of net assets,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
excluding long-term debt
obligations,
end of year
|
|
$
|
24.77
|
|
|
$
|
26.89
|
|
|
$
|
22.61
|
|
|
$
|
14.03
|
|
|
$
|
35.92
|
|
Asset coverage, per $1,000 of
principal amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of long-term
debt obligations and short-term
borrowings
(6)
|
|
$
|
5,982
|
|
|
$
|
7,074
|
|
|
$
|
7,058
|
|
|
$
|
4,981
|
|
|
$
|
3,837
|
|
Asset coverage ratio of long-term debt
obligations and short-term borrowings
(6)
|
|
|
598
|
%
|
|
|
707
|
%
|
|
|
706
|
%
|
|
|
498
|
%
|
|
|
384
|
%
|
Asset coverage, per $25,000
liquidation value
per share of preferred
stock
(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
74,716
|
|
|
$
|
73,646
|
|
Asset coverage ratio of preferred stock
(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
299
|
%
|
|
|
295
|
%
|
(1)
|
Information presented
relates to a share of common stock outstanding for the entire
year.
|
(2)
|
The per common share data
for the years ended November 30, 2010, 2009, 2008, and 2007 do not reflect
the change in estimate of investment income and return of capital, for the
respective year. See Note 2F to the financial statements for further
disclosure.
|
(3)
|
Total investment return
is calculated assuming a purchase of common stock at the beginning of the
year and a sale at the closing price on the last day of the year reported
(excluding broker commissions). The calculation also assumes reinvestment
of distributions at actual prices pursuant to the Companys dividend
reinvestment plan.
|
(4)
|
The expense ratios and
net investment income (loss) ratios do not reflect the effect of
distributions to preferred stockholders.
|
(5)
|
The Company accrued
$44,786, $39,097, $(28,837), $68,509 and $22,447 for the years ended
November 30, 2011, 2010, 2009, 2008 and 2007, respectively, for current
and foreign tax (benefit) expense. For the years ended November 30, 2011
and 2010, the Company accrued $6,732,194 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.
|
(6)
|
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 year divided by long-term debt obligations and short-term borrowings
outstanding at the end of the year.
|
(7)
|
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 year divided by long-term debt obligations, short-term borrowings and
preferred stock outstanding at the end of the
year.
|
See accompanying Notes to
Financial Statements.
12
|
|
Tortoise North American Energy
Corp.
|
Notes to
Financial Statements
November 30,
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
Companys 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 Companys
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 Companys
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 Companys 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 securitys 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. 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.
E. 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 received from the Companys investments in MLPs
generally are comprised of ordinary 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.
During the year ended November 30,
2011, the Company reallocated the amount of 2010 investment income and return of
capital it recognized 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 year ended November 30,
2011.
Notes to
Financial Statements
(Continued)
|
F. 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. For tax purposes, the
Companys distributions for the year ended November 30, 2011 were 100 percent
qualified dividend income. For book purposes, the source of the Companys
distributions to common stockholders for the year ended November 30, 2011 was
100 percent return of capital.
G. Federal Income
Taxation
From the Companys 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, as a corporation, is
obligated to pay federal and state income tax 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
MLPs taxable income in computing its own taxable income. The Companys 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 tax 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.
H. 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.
I. 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.
J. Indemnifications
Under the Companys 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 Companys 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.
K. 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 Companys financial statements.
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 Companys 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
waived fees in an amount equal to an annual rate of 0.10 percent of the
Companys average monthly Managed Assets for the period from January 1, 2009
through December 31, 2010 and has agreed to waive fees in an amount equal to an
annual rate of 0.05 percent of the Companys average monthly Managed Assets from
January 1, 2011 through December 31, 2011.
14
|
|
Tortoise North American Energy
Corp.
|
Notes to
Financial Statements
(Continued)
|
U.S. Bancorp Fund Services, LLC
serves as the Companys 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 Companys Managed Assets, 0.01 percent on the next
$500,000,000 of Managed Assets and 0.005 percent on the balance of the Companys
Managed Assets.
Computershare Trust Company, N.A.
serves as the Companys transfer agent and registrar and Computershare Inc.
serves as the Companys dividend paying agent and agent for the automatic
dividend reinvestment plan.
U.S. Bank, N.A. serves as custodian
of the Companys cash and investment securities. The Company pays the custodian
a monthly fee computed at an annual rate of 0.004 percent of the Companys
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
Companys deferred tax assets and liabilities as of November 30, 2011, are as
follows:
Deferred tax assets:
|
|
|
|
Net operating loss carryforwards
|
|
$
|
3,925,086
|
Capital loss carryforwards
|
|
|
5,549,816
|
Alternative minimum tax credit
|
|
|
30,000
|
Organization costs
|
|
|
46,972
|
State of Kansas credit
|
|
|
4,055
|
|
|
|
9,555,929
|
Deferred tax
liabilities:
|
|
|
|
Basis reduction of investment in
MLPs
|
|
|
4,516,006
|
Net unrealized gains on investment
securities
|
|
|
24,949,827
|
|
|
|
29,465,833
|
Total net
deferred tax liability
|
|
$
|
19,909,904
|
At November 30, 2011, a valuation
allowance on deferred tax assets 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 the Companys estimates of future taxable income will be made
in the period such determination is made. The Companys policy is to record
interest and penalties on uncertain tax positions as part of tax expense. As of
November 30, 2011, the Company had no uncertain tax positions and no penalties
and interest were accrued. The Company does not expect any change to its
unrecognized tax positions in the twelve months subsequent to November 30, 2011.
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 year ended November 30, 2011, as follows:
Application of statutory income tax rate
|
|
$
|
6,098,172
|
|
State income
taxes, net of federal tax benefit
|
|
|
572,152
|
|
Foreign tax expense, net of federal tax benefit
|
|
|
9,287
|
|
Change in
deferred tax liability due to change in overall tax rate
|
|
|
131,758
|
|
Dividends received deduction
|
|
|
(34,389
|
)
|
Total income tax
expense
|
|
$
|
6,776,980
|
|
Total income taxes are computed by
applying the federal statutory rate plus a blended state income tax rate. During
the year, 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 year ended November 30, 2011,
the components of income tax expense include the following:
Current tax expense
|
|
|
|
AMT
|
|
$
|
30,000
|
Foreign (reflects a federal tax benefit in
deferred tax expense)
|
|
|
14,786
|
Total current
tax expense
|
|
|
44,786
|
Deferred tax expense
|
|
|
|
Federal
|
|
|
6,154,735
|
State (net of federal tax
benefit)
|
|
|
577,459
|
Total deferred
tax expense
|
|
|
6,732,194
|
Total income tax expense
|
|
$
|
6,776,980
|
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, 2011, the Company had a net operating loss for federal
income tax purposes of approximately $10,989,000. 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 follows:
$2,677,000, $5,258,000, $807,000 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, 2011, the Company
had a capital loss carryforward of approximately $15,000,000 which may be
carried forward for 5 years. This amount includes a capital loss of $2,700,000
from TGO. If not utilized, the capital loss will expire as follows: $1,500,000,
$5,500,000 and $8,000,000 in the years ending November 30, 2012, 2013 and 2014,
respectively. The capital gains for the year ended November 30, 2011 have been
estimated based on information currently available. Such estimate is subject to
revision upon receipt of the 2011 tax reporting information from the individual
MLPs. For corporations, capital losses can only be used to offset capital gains
and cannot be used to offset ordinary income. As of November 30, 2011, an
alternative minimum tax credit of $30,000 was available, which may be credited
in the future against regular income tax. This credit may be carried forward
indefinitely.
As of November 30, 2011, the
aggregate cost of securities for federal income tax purposes was $128,206,054.
The aggregate gross unrealized appreciation for all securities in which there
was an excess of fair value over tax cost was $80,598,018, the aggregate gross
unrealized depreciation for all securities in which there was an excess of tax
cost over fair value was $996,177 and the net unrealized appreciation was
$79,601,841.
Notes to
Financial Statements
(Continued)
|
6. Fair Value of Financial
Instruments
Various inputs are used in
determining the value of the Companys 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 Companys 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 November 30, 2011. These assets are measured on a recurring
basis.
|
|
Fair Value at
|
|
|
|
|
|
|
|
|
|
Description
|
|
November 30,
2011
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock
(a)
|
|
|
$
|
6,537,751
|
|
|
$
|
5,166,246
|
|
$
|
1,371,505
|
|
$
|
|
Master Limited
Partnerships
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and Related Companies
(a)
|
|
|
|
201,093,825
|
|
|
|
201,093,825
|
|
|
|
|
|
|
Total Equity Securities
|
|
|
|
207,631,576
|
|
|
|
206,260,071
|
|
|
1,371,505
|
|
|
|
Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term
Investment
(b)
|
|
|
|
176,319
|
|
|
|
176,319
|
|
|
|
|
|
|
Total
Other
|
|
|
|
176,319
|
|
|
|
176,319
|
|
|
|
|
|
|
Total Assets
|
|
|
$
|
207,807,895
|
|
|
$
|
206,436,390
|
|
$
|
1,371,505
|
|
$
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate
Swap Contracts
|
|
|
$
|
400,566
|
|
|
$
|
|
|
$
|
400,566
|
|
$
|
|
(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 November 30,
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 Companys 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 securitys 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 Companys
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 year ended November 30, 2011.
7. Restricted
Security
Certain of the Companys 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
November 30, 2011.
|
|
|
|
|
|
|
|
|
|
Fair
|
|
Fair Value
|
|
|
|
|
|
|
|
|
|
|
Value
|
|
as Percent
|
|
|
Number
|
|
Acquisition
|
|
Acquisition
|
|
Fair
|
|
Per
|
|
of Net
|
Investment Security
|
|
of Shares
|
|
Date
|
|
Cost
|
|
Value
|
|
Share
|
|
Assets
|
Teekay Offshore
|
|
|
|
|
|
|
|
|
|
|
|
|
Partners L.P.
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Units
|
|
53,975
|
|
11/25/11
|
|
$1,290,003
|
|
$1,371,505
|
|
$25.41
|
|
0.9%
|
The carrying value per unit of Teekay
Offshore Partners L.P. was $26.39 on November 9, 2011, the date of the purchase
agreement and the date an enforceable right to acquire the Teekay Offshore
Partners L.P. units was obtained by the Company.
8. Investment
Transactions
For the year ended November 30, 2011,
the Company purchased (at cost) and sold securities (proceeds received) in the
amount of $60,961,942 and $55,870,744 (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.
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 Companys 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.
16
|
|
Tortoise North American Energy
Corp.
|
Notes to
Financial Statements
(Continued)
|
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 November 30, 2011 was approximately
$29,300,000 and 1.07 percent, respectively. At November 30, 2011, the principal
balance outstanding was $31,300,000 at an interest rate of 1.12
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 November 30, 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 November 30, 2011, are as follows:
|
|
|
|
|
|
|
Fixed Rate
|
|
Floating Rate
|
|
|
|
|
|
|
Maturity
|
|
Notional
|
|
Paid by 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
|
|
$
|
(7,040
|
)
|
The Bank of Nova
Scotia
|
|
09/02/2016
|
|
|
5,000,000
|
|
1.258%
|
|
1-month U.S.
Dollar LIBOR
|
|
|
(32,949
|
)
|
The Bank of Nova
Scotia
|
|
09/02/2018
|
|
|
5,000,000
|
|
1.815%
|
|
1-month U.S. Dollar LIBOR
|
|
|
(65,201
|
)
|
The Bank of Nova
Scotia
|
|
09/02/2021
|
|
|
10,000,000
|
|
2.381%
|
|
1-month U.S.
Dollar LIBOR
|
|
|
(295,376
|
)
|
|
|
|
|
$
|
25,000,000
|
|
|
|
|
|
$
|
(400,566
|
)
|
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 Companys
leverage.
The change in unrealized depreciation
of interest rate swap contracts in the amount of $400,566 is included in the
Statement of Operations for the year ended November 30, 2011. Cash settlement
payments under the terms of the interest rate swap contracts in the amount of
$62,164 are recorded as realized losses for the year ended November 30, 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
year ended November 30, 2011.
12. Common Stock
The Company has 100,000,000 shares of
capital stock authorized and 6,295,750 shares outstanding at November 30, 2011
and 2010.
Report of
Independent Registered Public Accounting Firm
|
The Board of Directors and
Stockholders
Tortoise North American Energy Corporation
We have audited the accompanying
statement of assets and liabilities of Tortoise North American Energy
Corporation (the Company), including the schedule of investments, as of November
30, 2011, and the related statements of operations and cash flows for the year
then ended, the statements of changes in net assets for each of the two years in
the period then ended, and the financial highlights for each of the five years
in the period then ended. These financial statements and financial highlights
are the responsibility of the Companys management. Our responsibility is to
express an opinion on these financial statements and financial highlights based
on our audits.
We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. We were not engaged to perform an
audit of the Companys internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Companys internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and
disclosures in
the financial statements and financial highlights, assessing the accounting
principles used and significant estimates made by management, and evaluating the
overall financial statement presentation. Our procedures included confirmation
of securities owned as of November 30, 2011, by correspondence with the
custodian and brokers or by other appropriate auditing procedures where replies
from brokers were not received. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial
statements and financial highlights referred to above present fairly, in all
material respects, the financial position of Tortoise North American Energy
Corporation at November 30, 2011, the results of its operations and its cash
flows for the year then ended, the changes in its net assets for each of the two
years in the period then ended, and the financial highlights for each of the
five years in the period then ended, in conformity with U.S. generally accepted
accounting principles.
Kansas City, Missouri
January 24,
2012
18
|
|
Tortoise North American Energy
Corp.
|
Company
Officers and Directors
(Unaudited)
November 30, 2011
|
|
|
Position(s) Held with
|
|
|
|
Number of
|
|
Other Public
|
|
|
Company, Term of
|
|
|
|
Portfolios in Fund
|
|
Company
|
|
|
Office and Length of
|
|
|
|
Complex Overseen
|
|
Directorships
|
Name and Age*
|
|
Time Served
|
|
Principal Occupation During Past Five
Years
|
|
by Director
(1)
|
|
Held
|
Independent
Directors
|
Conrad S. Ciccotello
(Born
1960)
|
|
Director since 2005
|
|
Associate Professor of Risk Management and Insurance, Robinson
College of Business, Georgia State University (faculty member since 1999);
Director of Personal Financial Planning Program; Investment Consultant to
the University System of Georgia for its defined contribution retirement
plan; Formerly Faculty Member, Pennsylvania State University (1997-1999);
Published a number of academic and professional journal articles on
investment company performance and structure, with a focus on
MLPs.
|
|
6
|
|
Tortoise
Capital
Resources
Corporation
|
|
|
|
|
|
|
|
|
|
John R. Graham
(Born 1945)
|
|
Director since 2005
|
|
Executive-in-Residence and Professor of
Finance (Part-time), College of Business Administration, Kansas State
University (has served as a professor or adjunct professor since 1970);
Chairman of the Board, President and CEO, Graham Capital Management, Inc.
(primarily a real estate development, investment and venture capital
company) and Owner of Graham Ventures (a business services and venture
capital firm); Part-time Vice President Investments, FB Capital
Management, Inc. (a registered investment adviser), since 2007. Formerly,
CEO, Kansas Farm Bureau Financial Services, including seven affiliated
insurance or financial service companies (1979-2000).
|
|
6
|
|
Tortoise
Capital
Resources
Corporation
|
|
|
|
|
|
|
|
|
|
Charles E. Heath
(Born
1942)
|
|
Director since 2005
|
|
Retired in 1999. Formerly, Chief Investment Officer, GE Capitals
Employers Reinsurance Corporation (1989-1999); Chartered Financial Analyst
(CFA) designation since 1974.
|
|
6
|
|
Tortoise
Capital
Resources
Corporation
|
|
|
|
|
|
|
|
|
|
(1)
|
This number includes Tortoise Energy
Infrastructure Corporation (TYG), Tortoise Energy Capital Corporation
(TYY), Tortoise Power and Energy Infrastructure Fund, Inc. (TPZ),
Tortoise MLP Fund, Inc. (NTG), Tortoise Pipeline & Energy Fund, Inc.
(TTP) and the Company. Our Adviser also serves as the investment adviser
to TYG, TYY, TPZ, NTG and TTP.
|
*
|
The address of each director and officer
is 11550 Ash Street, Suite 300, Leawood, Kansas
66211.
|
Company
Officers and Directors
(Unaudited)
(Continued)
November 30, 2010
|
|
|
Position(s) Held with
|
|
|
|
Number of
|
|
Other Public
|
|
|
Company, Term of
|
|
|
|
Portfolios in Fund
|
|
Company
|
|
|
Office and Length of
|
|
|
|
Complex Overseen
|
|
Directorships
|
Name and Age*
|
|
Time Served
|
|
Principal Occupation During Past Five
Years
|
|
by Director
(1)
|
|
Held
|
Interested Director and Officers
(2)
|
H. Kevin Birzer
(Born 1959)
|
|
Director and
Chairman of the
Board
since 2005
|
|
Managing Director of our Adviser since 2002; Member, Fountain
Capital Management, LLC (Fountain Capital) (1990-May 2009); Director and
Chairman of the Board of each of TYG, TYY, TPZ, NTG and TTP since its
inception; Director and Chairman of the Board of Tortoise Capital
Resources Corporation (TTO) from its inception through November 30,
2011; Vice President, Corporate Finance Department, Drexel Burnham Lambert
(1986-1989); formerly, Vice President, F. Martin Koenig & Co., an
investment management firm (1983-1986); CFA designation since
1988.
|
|
6
|
|
Tortoise
Capital
Resources
Corporation
(3)
|
|
|
|
|
|
|
|
|
|
Terry Matlack
(Born 1956)
|
|
Chief Executive Officer
since
May 2011
|
|
Managing Director of our Adviser since
2002; Full-time Managing Director, Kansas City Equity Partners, L.C.
(KCEP) (2001-2002); President, GreenStreet Capital, a private investment
firm (1998-2001); Director of each of the Company, TYY, TYG, TPZ, and TTO
from inception to September 15, 2009; Chief Financial Officer of each of
TYY, TYG, TPZ, and the Company from its inception to May 2011 and of TTO
since inception; Chief Executive Officer of NTG since 2010, of each of
TYG, TYY, and TPZ since May 2011, and of TTP since inception; Chief
Compliance Officer of each of the Company and TYY from its inception
through May 2006 and of TYG from 2004 through May 2006; Treasurer of each
of the Company, TYY and TYG from its inception to November 2005; Assistant
Treasurer of each of the Company, TYY and TYG from November 2005 to April
2008, and of TTO from its inception to April 2008; CFA designation since
1985.
|
|
N/A
|
|
Epiq
Systems, Inc.
|
|
|
|
|
|
|
|
|
|
P. Bradley Adams
(Born
1960)
|
|
Chief Financial Officer
since
May 2011
|
|
Director of Financial Operations of the Adviser since 2005; Chief
Financial Officer of NTG since 2010, of each of TYG, TYY and TPZ since May
2011, and of TTP since inception; Assistant Treasurer of the Company, TYG
and TYY from April 2008 to May 2011, of TPZ from inception to May 2011,
and of TTO since April 2008.
|
|
N/A
|
|
None
|
|
|
|
|
|
|
|
|
|
Zachary A. Hamel
(Born
1965)
|
|
Senior Vice President
since April
2007
|
|
Managing Director of our Adviser since
2002; Partner, Fountain Capital (1997-present); President of NTG since
2010, of each of TYY and TPZ since May 2011, and of TTP since inception;
Senior Vice President of each of TYY, TPZ and TTO from its inception to
May 2011, of TYG from 2007 to May 2011; Secretary of each of the Company,
TYG, TYY and TTO from its inception to April 2007; CFA designation since
1998.
|
|
N/A
|
|
None
|
|
|
|
|
|
|
|
|
|
Kenneth P. Malvey
(Born
1965)
|
|
Senior Vice President
since April
2007;
Treasurer since
November 2005
|
|
Managing Director of our Adviser since 2002; Partner, Fountain
Capital (2002-present); Investment Risk Manager and member of Global
Office of Investments, GE Capitals Employers Reinsurance Corporation
(1996-2002); Treasurer of TYG and TYY since 2005, of TPZ since 2007, of
NTG since 2010, of TTP since inception and of TTO from 2005 to December
2011; Senior Vice President of each of TYY and TPZ since its inception, of
TYG since 2007, of NTG since 2010, of TTO from inception to December 2011,
and of TTP since inception; Assistant Treasurer of each of the Company,
TYG and TYY from its inception to November 2005; CFA designation since
1996.
|
|
N/A
|
|
None
|
|
|
|
|
|
|
|
|
|
Rob Thummel
(Born 1972)
|
|
President since
September
2008
|
|
Senior Financial Analyst of the Adviser
since 2004; Director of Finance at KLT Inc., a subsidiary of Great Plains
Energy (1998-2004); Senior Auditor at Ernst & Young LLP
(1995-1998).
|
|
N/A
|
|
None
|
|
|
|
|
|
|
|
|
|
David J. Schulte
(Born
1961)
|
|
Senior Vice President
since May
2011
|
|
Managing Director of our Adviser since
2002; Full-time Managing Director, KCEP (1993-2002); President and Chief
Executive Officer of each of TYG, TYY and TPZ from its inception to May
2011; Chief Executive Officer of the Company from 2005 to May 2011;
President of the Company from 2005 to September 2008; Chief Executive
Officer of TTO since 2005 and President of TTO from 2005 to April 2007;
Senior Vice President of NTG since 2010, of TYG, TYY and TPZ since May
2011, and of TTP since inception; CFA designation since 1992.
|
|
N/A
|
|
None
(3)
|
|
|
|
|
|
|
|
|
|
(1)
|
This number includes TYG, TYY, TPZ, NTG,
TTP and the Company. Our Adviser also serves as the investment adviser to
TYG, TYY, TPZ, NTG and TTP.
|
(2)
|
As a result of their respective
positions held with our Adviser or its affiliates, these individuals are
considered interested persons within the meaning of the 1940
Act.
|
(3)
|
Effective December 1, 2011, H. Kevin
Birzer resigned as a director of Tortoise Capital Resources Corporation
and David J. Schulte was appointed as a director of Tortoise Capital
Resources Corporation.
|
*
|
The address of each director and officer
is 11550 Ash Street, Suite 300, Leawood, Kansas
66211.
|
20
|
|
Tortoise North American Energy
Corp.
|
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 year ended November 30, 2011, the
aggregate compensation paid by the Company to the independent directors was
$66,000. 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 Companys 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 Companys Web site at www.tortoiseadvisors.com; and
(ii) on the SECs 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 Companys Form N-Q is available without
charge upon request by calling the Company at (866) 362-9331 or by visiting the
SECs Web site at www.sec.gov. In addition, you may review and copy the
Companys Form N-Q at the SECs 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 Companys Form N-Qs are also
available on the Companys Web site at www.tortoiseadvisors.com.
Statement of Additional
Information
The Statement of Additional
Information (SAI) includes additional information about the Companys
directors and is available upon request without charge by calling the Company at
(866) 362-9331 or by visiting the SECs Web site at www.sec.gov.
Certifications
The Companys 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
Companys securities. This information includes the stockholders 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 Companys other stockholders or the
Companys 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
Companys 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.
Automatic Dividend Reinvestment
Plan
If a stockholders shares are
registered directly with the Company or with a brokerage firm that participates
in the Companys Automatic Dividend Reinvestment Plan (the Plan), all
distributions are automatically reinvested for stockholders by the Plan Agent in
additional shares of common stock of the Company (unless a stockholder is
ineligible or elects otherwise). Stockholders holding shares that participate in
the Plan in a brokerage account may not be able to transfer the shares to
another broker and continue to participate in the Plan. Stockholders who elect
not to participate in the Plan will receive all distributions payable in cash
paid by check mailed directly to the stockholder of record (or, if the shares
are held in street or other nominee name, then to such nominee) by
Computershare, as dividend paying agent. Distributions subject to tax (if any)
are taxable whether or not shares are reinvested.
If, on the distribution payment date,
the net asset value per share of the common stock is equal to or less than the
market price per share of common stock plus estimated brokerage commissions, the
Company will issue additional shares of common stock to participants. The number
of shares will be determined by the greater of the net asset value per share or
95 percent of the market price. Otherwise, shares generally will be purchased on
the open market by the Plan Agent as soon as possible following the payment date
or purchase date, but in no event later than 30 days after such date except as
necessary to comply with applicable law. There are no brokerage charges with
respect to shares issued directly by the Company as a result of distributions
payable either in shares or in cash. However, each participant will pay a pro
rata share of brokerage commissions incurred with respect to the Plan Agents
open-market purchases in connection with the reinvestment of distributions. If a
participant elects to have the Plan Agent sell part or all of his or her common
stock and remit the proceeds, such participant will be charged a transaction fee
of $15.00 plus his or her pro rata share of brokerage commissions on the shares
sold.
Participation is completely
voluntary. Stockholders may elect not to participate in the Plan, and
participation may be terminated or resumed at any time without penalty, by
giving notice in writing, by telephone or Internet to Computershare, the Plan
Agent, at the address set forth below. Such termination will be effective with
respect to a particular distribution if notice is received prior to such record
date.
Additional information about the Plan
may be obtained by writing to Computershare Trust Company, N.A., P.O. Box 43078,
Providence, R.I. 02940-3078. You may also contact Computershare by phone at
(800) 426-5523 or visit their Web site at www.computershare.com.
Additional
Information
(Unaudited)
(Continued)
|
Approval of the Investment
Advisory Agreement
In approving the renewal of the
Investment Advisory Agreement in November 2011, the directors who are not
interested persons (as defined in the Investment Company Act of 1940) of the
Company (Independent Directors) requested and received extensive data and
information from the Adviser concerning the Company and the services provided to
it by the Adviser under the Investment Advisory Agreement. In addition, the
Independent Directors requested and received data and information from the
Adviser, which also included information from independent, third-party sources,
regarding the factors considered in their evaluation.
Factors Considered
The Independent Directors considered
and evaluated all the information provided by the Adviser. The Independent
Directors did not identify any single factor as being all-important or
controlling, and each Independent Director may have attributed different levels
of importance to different factors. In deciding to renew the agreement, the
Independent Directors decision was based on the following factors.
Nature, Extent and Quality of
Services Provided.
The Independent
Directors considered information regarding the history, qualification and
background of the Adviser and the individuals responsible for the Advisers
investment program, the adequacy of the number of the Adviser personnel and
other Adviser resources and plans for growth, use of affiliates of the Adviser,
and the particular expertise with respect to energy infrastructure companies,
MLP markets and financing (including private financing). The Independent
Directors concluded that the unique nature of the Company and the specialized
expertise of the Adviser in the niche market of MLPs made it uniquely qualified
to serve as the advisor. Further, the Independent Directors recognized that the
Advisers commitment to a long-term investment horizon correlated well to the
investment strategy of the Company.
Investment Performance of the
Company and the Adviser, Costs of the Services To Be Provided and Profits To Be
Realized by the Adviser and its Affiliates from the Relationship, and Fee
Comparisons.
The Independent
Directors reviewed and evaluated information regarding the Companys performance
(including quarterly, last twelve months, and from inception) and the
performance of the other Adviser accounts (including other investment
companies), and information regarding the nature of the markets during the
performance period, with a particular focus on the MLP sector. The Independent
Directors also considered the Companys performance as compared to comparable
closed-end funds for the relevant periods.
The Adviser provided detailed
information concerning its cost of providing services to the Company, its
profitability in managing the Company, its overall profitability, and its
financial condition. The Independent Directors reviewed with the Adviser the
methodology used to prepare this financial information. This financial
information regarding the Adviser is considered in order to evaluate the
Advisers financial condition, its ability to continue to provide services under
the Investment Advisory Agreement, and the reasonableness of the current
management fee, and was, to the extent possible, evaluated in comparison to
other closed-end funds with similar investment objectives and
strategies.
The Independent Directors considered
and evaluated information regarding fees charged to, and services provided to,
other investment companies advised by the Adviser (including the impact of any
fee waiver or reimbursement arrangements and any expense reimbursement
arrangements), fees charged to separate institutional accounts by the Adviser,
and comparisons of fees of closed-end funds with similar investment objectives
and strategies, including other MLP investment companies, to the Company. The
Independent Directors concluded that the fees and expenses that the Company is
paying under the Investment Advisory Agreement are reasonable given the quality
of services provided under the Investment Advisory Agreement and that such fees
and expenses are comparable to, and in many cases lower than, the fees charged
by advisers to comparable funds.
Economies of Scale.
The Independent Directors considered
information from the Adviser concerning whether economies of scale would be
realized as the Company grows, and whether fee levels reflect any economies of
scale for the benefit of the Companys stockholders. The Independent Directors
concluded that economies of scale are difficult to measure and predict overall.
Accordingly, the Independent Directors reviewed other information, such as
year-over-year profitability of the Adviser generally, the profitability of its
management of the Company specifically, and the fees of competitive funds not
managed by the Adviser over a range of asset sizes. The Independent Directors
concluded the Adviser is appropriately sharing any economies of scale through
its competitive fee structure and through reinvestment in its business to
provide stockholders additional content and services.
Collateral Benefits Derived by
the Adviser.
The Independent
Directors reviewed information from the Adviser concerning collateral benefits
it receives as a result of its relationship with the Company. They concluded
that the Adviser generally does not use the Companys or stockholder information
to generate profits in other lines of business, and therefore does not derive
any significant collateral benefits from them.
The Independent Directors did
not, with respect to their deliberations concerning their approval of the
continuation of the Investment Advisory Agreement, consider the benefits the
Adviser may derive from relationships the Adviser may have with brokers through
soft dollar arrangements because the Adviser does not employ any such
arrangements in rendering its advisory services to the Company. Although the
Adviser may receive research from brokers with whom it places trades on behalf
of clients, the Adviser does not have soft dollar arrangements or understandings
with such brokers regarding receipt of research in return for
commissions.
Conclusions of the
Directors
As a result of this process, the
Independent Directors, assisted by the advice of legal counsel that is
independent of the Adviser, taking into account all of the factors discussed
above and the information provided by the Adviser, unanimously concluded that
the Investment Advisory Agreement between the Company and the Adviser is fair
and reasonable in light of the services provided and should be
renewed.
22
|
|
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 Closed-end Funds
|
|
|
|
|
|
Pureplay MLP
Funds
|
|
Broader
Funds
|
|
|
Name
|
Ticker
|
Focus
|
Total Assets
(1)
($ in millions)
|
|
Name
|
Ticker
|
Focus
|
Total Assets
(1)
($ in
millions)
|
|
|
Tortoise
Energy
Infrastructure Corp.
|
|
Midstream
Equity
|
$1,660
|
|
Tortoise Pipeline
&
Energy Fund, Inc.
|
|
Pipeline
Equity
|
$336
|
|
|
Tortoise
Energy
Capital Corp.
|
|
Midstream
Equity
|
$860
|
|
Tortoise Power and
Energy Infrastructure
Fund,
Inc.
|
|
Power & Energy Infrastructure
Debt & Dividend
Paying Equity
|
$218
|
|
|
Tortoise MLP
Fund,
Inc.
|
|
Natural Gas
Equity
|
$1,655
|
|
|
|
|
|
|
|
Tortoise North
American Energy Corp.
|
|
Midstream/Upstream Equity
|
$218
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 2. Code of
Ethics.
The Registrant has adopted a code
of ethics that applies to the Registrants Chief Executive Officer and its Chief
Financial Officer. The Registrant has not made any amendments to this code of
ethics during the period covered by this report, except that Exhibit A to the
Code was updated to reflect the names of the current Principal Executive Officer
and Principal Financial Officer. The Registrant has not granted any waivers from
any provisions of this code of ethics during the period covered by this
report.
Item 3. Audit Committee
Financial Expert.
The Registrants Board of
Directors has determined that there is at least one audit committee financial
expert serving on its audit committee. Mr. Conrad Ciccotello is the audit
committee financial expert and is considered to be independent as each term
is defined in Item 3 of Form N-CSR. In addition to his experience overseeing or
assessing the performance of companies or public accountants with respect to the
preparation, auditing or evaluation of financial statements, Mr. Ciccotello has
a Ph.D. in Finance.
Item 4. Principal Accountant
Fees and Services.
The Registrant has engaged its
principal accountant to perform audit services, audit-related services and tax
services during the past two fiscal years. Audit services refer to performing
an audit of the Registrant's annual financial statements or services that are
normally provided by the accountant in connection with statutory and regulatory
filings or engagements for those fiscal years. Audit-related services refer to
the assurance and related services by the principal accountant that are
reasonably related to the performance of the audit. Tax services refer to
professional services rendered by the principal accountant for tax compliance,
tax advice, and tax planning. The following table details the approximate
amounts of aggregate fees billed to the Registrant for the last two fiscal years
for audit fees, audit-related fees, tax fees and other fees by the principal
accountant.
|
FYE 11/30/2011
|
|
FYE 11/30/2010
|
Audit Fees
|
|
$
|
105,000
|
|
|
$
|
109,000
|
Audit-Related Fees
|
|
|
|
|
|
|
|
Tax Fees
|
|
$
|
37,000
|
|
|
$
|
39,000
|
All Other Fees
|
|
|
|
|
|
|
|
Aggregate
Non-Audit Fees
|
|
$
|
37,000
|
|
|
$
|
39,000
|
The audit committee has adopted
pre-approval policies and procedures that require the audit committee to
pre-approve (i) the selection of the Registrants independent registered public
accounting firm, (ii) the engagement of the independent registered public
accounting firm to provide any non-audit services to the Registrant, (iii) the
engagement of the independent registered public accounting firm to provide any
non-audit services to the Adviser or any entity controlling, controlled by, or
under common control with the Adviser that provides ongoing services to the
Registrant, if the engagement relates directly to the operations and financial
reporting of the Registrant, and (iv) the fees and other compensation to be paid
to the independent registered public accounting firm. The Chairman of the audit
committee may grant the pre-approval of any engagement of the independent
registered public accounting firm for non-audit services of less than $10,000,
and such delegated pre-approvals will be presented to the full audit committee
at its next meeting. Under certain limited circumstances, pre-approvals are not
required under securities law regulations for certain non-audit services below
certain de minimus thresholds. Since the adoption of these policies and
procedures, the audit committee has pre-approved all audit and non-audit
services provided to the Registrant by the principal accountant. None of these
services provided by the principal accountant were approved by the audit
committee pursuant to the de minimus exception under Rule 2.01(c)(7)(i)(C) or
Rule 2.01(c)(7)(ii) of Regulation S-X. All of the principal accountants hours
spent on auditing the Registrants financial statements were attributed to work
performed by full-time permanent employees of the principal
accountant.
In the Registrants fiscal years
ended November 30, 2011 and 2010, the Adviser paid approximately $0 and $88,000
in fees, respectively, for research and consultations relating to fund
structure, tax and accounting, and audit-related fees relating to closed-end
management investment companies prior to its initial public offerings. These
non-audit services were not required to be preapproved by the Registrants audit
committee. No entity controlling, controlled by, or under common control with
the Adviser that provides ongoing services to the Registrant, has paid to, or
been billed for fees by, the principal accountant for non-audit services
rendered to the Adviser or such entity during the Registrants last two fiscal
years. The audit committee has considered whether the principal accountants
provision of services (other than audit services) to the Registrant, the Adviser
or any entity controlling, controlled by, or under common control with the
Adviser that provides services to the Registrant is compatible with maintaining
the principal accountants independence in performing audit services.
Item 5. Audit Committee of
Listed Registrants.
The Registrant has a
separately-designated standing audit committee established in accordance with
Section 3(a)(58)(A) of the Securities Exchange Act of 1934, and is comprised of
Mr. Conrad S. Ciccotello, Mr. John R. Graham and Mr. Charles E.
Heath.
Item 6. Schedule of
Investments.
Schedule of Investments is
included as part of the report to shareholders filed under Item 1.
Item 7. Disclosure of Proxy
Voting Policies and Procedures for Closed-End Management
Investment
Companies.
Copies of the proxy voting
policies and procedures of the Registrant and the Adviser are attached hereto as
Exhibit 99.VOTEREG and Exhibit 99.VOTEADV, respectively.
Item 8. Portfolio Managers
of Closed-End Management Investment Companies.
Unless otherwise indicated,
information is presented as of November 30, 2011.
Portfolio Managers
As of the date of this filing,
management of the Registrants portfolio is the responsibility of a team of
portfolio managers consisting of H. Kevin Birzer, Terry Matlack, David J.
Schulte, Zachary A. Hamel and Kenneth P. Malvey, all of whom are Managers of the
Adviser, comprise the investment committee of the Adviser and share
responsibility for such investment management. All decisions to invest in a
portfolio company must be approved by the unanimous decision of the Advisers
investment committee and any one member of the Advisers investment committee
can require the Adviser to sell a portfolio company or can veto the investment
committees decision to invest in a portfolio company. Biographical information
about each member of the Advisers investment committee as of the date of this
filing is set forth below.
|
|
Position(s) Held with
|
|
|
|
|
Company and Length
|
|
|
Name and Age*
|
|
of Time Served
|
|
Principal Occupation During Past Five
Years
|
H. Kevin
Birzer
(Born 1959)
|
|
Director
and
Chairman of the
Board since 2005
|
|
Managing Director
of the Adviser since 2002; Member, Fountain Capital Management, LLC
(Fountain Capital), a registered investment adviser, (1990-May 2009);
Director and Chairman of the Board of each of Tortoise Energy
Infrastructure Corporation (TYG), Tortoise Energy Capital Corporation
(TYY), Tortoise Power and Energy Infrastructure Fund, Inc. (TPZ), Tortoise MLP
Fund, Inc. (NTG) and Tortoise Pipeline & Energy Fund, Inc. (TTP);
Director and Chairman of the Board of Tortoise Capital Resources
Corporation (TTO) from its inception through November 30, 2011; Vice
President, Corporate Finance Department, Drexel Burnham Lambert
(1986-1989); Vice President, F. Martin Koenig & Co., an investment
management firm (1983-1986). CFA designation since
1988.
|
Terry
Matlack
(Born 1956)
|
|
Chief Executive
Officer
since May 2011
|
|
Managing Director of our Adviser since 2002; Full-time Managing Director, Kansas City Equity Partners, L.C. (KCEP) (2001-2002); President, GreenStreet Capital, a private investment firm (1998-2001); Director of each of the Company, TYY, TYG, TPZ, and TTO from inception to September 15, 2009; Chief Financial Officer of each of TYY, TYG, TPZ, and the Company from its inception to May 2011 and of TTO since inception; Chief Executive Officer of NTG since 2010, of each of TYG, TYY, and TPZ since May 2011, and of TTP since inception ; Chief Compliance Officer of each of the Company and TYY from its inception through May 2006 and of TYG from 2004 through May 2006; Treasurer of each of the Company, TYY and TYG from its inception to November 2005; Assistant Treasurer of each of the Company, TYY and TYG from November 2005 to April 2008, and of TTO from its inception to April 2008; CFA designation since 1985.
|
Zachary A. Hamel
(Born
1965)
|
|
Senior Vice President
since April 2007
|
|
Managing Director of our Adviser since 2002; Partner, Fountain Capital (1997-present); President of NTG since 2010, of each of TYY and TPZ since May 2011, and of TTP since inception; Senior Vice President of each of TYY, TPZ and TTO from its inception to May 2011, of TYG from 2007 to May 2011; Secretary of each of the Company, TYG, TYY and TTO from its inception to April 2007; CFA designation since 1998.
|
Kenneth P.
Malvey
(Born 1965)
|
|
Senior Vice President
since April 2007;
Treasurer since
November 2005
|
|
Managing Director of our Adviser since 2002; Partner, Fountain Capital (2002-present); Investment Risk Manager and member of Global Office of Investments, GE Capitals Employers Reinsurance Corporation (1996-2002); Treasurer of TYG and TYY since 2005, of TPZ since 2007, of NTG since 2010, of TTP since inception and of TTO from 2005 to December 2011; Senior Vice President of each of TYY and TPZ since its inception, of TYG since 2007, of NTG since 2010, of TTO from inception to December 2011, and of TTP since inception; Assistant Treasurer of each of the Company, TYG and TYY from its inception to November 2005; CFA designation since 1996.
|
David J. Schulte
(Born
1961)
|
|
Senior Vice
President
since May 2011
|
|
Managing Director of our Adviser since 2002; Full-time Managing Director, KCEP (1993-2002); President and Chief Executive Officer of each of TYG, TYY and TPZ from its inception to May 2011; Chief Executive Officer of the Company from 2005 to May 2011; President of the Company from 2005 to September 2008; Chief Executive Officer of TTO since 2005 and President of TTO from 2005 to April 2007; Senior Vice President of NTG since 2010, of TYG, TYY and TPZ since May 2011, and of TTP since inception; CFA designation since 1992.
|
*The address of each director and
officer is 11550 Ash Street, Suite 300, Leawood, Kansas 66211.
The Adviser also serves as the
investment adviser to TYG, TYY, TPZ, NTG and TTP, and as an adviser to TTO
for its securities portfolio.
The following table provides
information about the other accounts managed on a day-to-day basis by each of
the portfolio managers as of November 30, 2011:
|
|
|
|
|
|
|
|
|
Number
of
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
|
|
Total
Assets of
|
|
|
|
|
|
|
|
|
|
Paying
a
|
|
Accounts
Paying
|
|
|
Number of
|
|
Total
Assets of
|
|
Performance
|
|
a
Performance
|
Name of Manager
|
|
Accounts
|
|
Accounts
|
|
Fee
|
|
Fee
|
H. Kevin
Birzer
|
|
|
|
|
|
|
|
|
|
|
|
Registered investment
companies
|
|
|
8
|
|
|
$
|
4,794,036,513
|
|
0
|
|
|
Other pooled investment
vehicles
|
|
|
6
|
|
|
$
|
161,064,690
|
|
2
|
|
$124,205,601
|
Other accounts
|
|
|
513
|
|
|
$
|
2,032,054,434
|
|
0
|
|
|
Zachary A. Hamel
|
|
|
|
|
|
|
|
|
|
|
|
Registered investment
companies
|
|
|
8
|
|
|
$
|
4,794,036,513
|
|
0
|
|
|
Other
pooled investment vehicles
|
|
|
8
|
|
|
$
|
208,982,653
|
|
2
|
|
$124,205,601
|
Other
accounts
|
|
|
524
|
|
|
$
|
3,011,172,237
|
|
0
|
|
|
Kenneth P.
Malvey
|
|
|
|
|
|
|
|
|
|
|
|
Registered investment
companies
|
|
|
8
|
|
|
$
|
4,794,036,513
|
|
0
|
|
|
Other pooled investment
vehicles
|
|
|
8
|
|
|
$
|
208,982,653
|
|
2
|
|
$124,205,601
|
Other accounts
|
|
|
524
|
|
|
$
|
3,011,172,237
|
|
0
|
|
|
Terry Matlack
|
|
|
|
|
|
|
|
|
|
|
|
Registered investment
companies
|
|
|
8
|
|
|
$
|
4,794,036,513
|
|
0
|
|
|
Other
pooled investment vehicles
|
|
|
6
|
|
|
$
|
161,064,690
|
|
2
|
|
$124,205,601
|
Other
accounts
|
|
|
513
|
|
|
$
|
2,032,054,434
|
|
0
|
|
|
David J.
Schulte
|
|
|
|
|
|
|
|
|
|
|
|
Registered investment
companies
|
|
|
8
|
|
|
$
|
4,794,036,513
|
|
0
|
|
|
Other pooled investment
vehicles
|
|
|
6
|
|
|
$
|
161,064,690
|
|
2
|
|
$124,205,601
|
Other accounts
|
|
|
513
|
|
|
$
|
2,032,054,434
|
|
0
|
|
|
Material Conflicts of Interest
Conflicts of interest may arise
from the fact that the Adviser and its affiliates carry on substantial
investment activities for other clients, in which the Registrant has no
interest, some of which may have investment strategies similar to the
Registrant. The Adviser or its affiliates may have financial incentives to favor
certain of these accounts over the Registrant. For example, the Adviser may have
an incentive to allocate potentially more favorable investment opportunities to
other funds and clients that pay the Adviser an incentive or performance fee.
Performance and incentive fees also create the incentive to allocate potentially
riskier, but potentially better performing, investments to such funds and other
clients in an effort to increase the incentive fee. The Adviser also may have an
incentive to make investments in one fund, having the effect of increasing the
value of a security in the same issuer held by another fund, which, in turn, may
result in an incentive fee being paid to the Adviser by that other fund. Any of
their proprietary accounts or other customer accounts may compete with the
Registrant for specific trades. The Adviser or its affiliates may give advice
and recommend securities to, or buy or sell securities for, other accounts and
customers, which advice or securities recommended may differ from advice given
to, or securities recommended or bought or sold for, the Registrant, even though
their investment objectives may be the same as, or similar to, the Registrants
objectives. When two or more clients advised by the Adviser or its affiliates
seek to purchase or sell the same publicly traded securities, the securities
actually purchased or sold will be allocated among the clients on a good faith
equitable basis by the Adviser in its discretion and in accordance with the
clients various investment objectives and the Advisers procedures. In some
cases, this system may adversely affect the price or size of the position the
Registrant may obtain or sell. In other cases, the Registrants ability to
participate in volume transactions may produce better execution for it.
The Adviser also serves as
investment adviser for five other publicly traded management investment
companies, all of which invest in the energy sector.
Situations may occur when the
Registrant could be disadvantaged because of the investment activities conducted
by the Adviser and its affiliates for their other accounts. Such situations may
be based on, among other things, the following: (1) legal or internal
restrictions on the combined size of positions that may be taken for the
Registrant or the other accounts, thereby limiting the size of the Registrants
position; (2) the difficulty of liquidating an investment for the Registrant or
the other accounts where the market cannot absorb the sale of the combined
position; or (3) limits on co-investing in private placement securities under
the Investment Company Act of 1940. The Registrants investment opportunities
may be limited by affiliations of the Adviser or its affiliates with energy
infrastructure companies.
Under the Investment Company Act
of 1940, the Registrant and its affiliated companies may be precluded from
co-investing in negotiated private placements of securities. As such, the
Registrant will not co-invest with its affiliates in negotiated private
placement transactions. The Adviser will observe a policy for allocating
negotiated private investment opportunities among its clients that takes into
account the amount of each clients available cash and its investment
objectives. These allocation policies may result in the allocation of investment
opportunities to an affiliated company rather than to the Registrant.
To the extent that the Adviser
sources and structures private investments in master limited partnerships
(MLPs), certain employees of the Adviser may become aware of actions planned
by MLPs, such as acquisitions, which may not be announced to the public. It is
possible that the Registrant could be precluded from investing in or selling
securities of an MLP about which the Adviser has material, non-public
information; however, it is the Advisers intention to ensure that any material,
non-public information available to certain employees of the Adviser is not
shared with the employees responsible for the purchase and sale of publicly
traded MLP securities or to confirm prior to receipt of any material non-public
information that the information will shortly be made public. The Registrants
investment opportunities also may be limited by affiliations of the Adviser or
its affiliates with energy infrastructure companies.
The Adviser and its principals,
officers, employees, and affiliates may buy and sell securities or other
investments for their own accounts and may have actual or potential conflicts of
interest with respect to investments made on the Registrants behalf. As a
result of differing trading and investment strategies or constraints, positions
may be taken by principals, officers, employees, and affiliates of the Adviser
that are the same as, different from, or made at a different time than positions
taken for the Registrant. Further, the Adviser may at some time in the future,
manage additional investment funds with the same investment objective as the
Registrants.
Compensation
None of Messrs. Birzer, Hamel,
Malvey, Matlack or Schulte receives any direct compensation from the Registrant
or any other of the managed accounts reflected in the table above. All such
accounts are managed by the Adviser or Fountain Capital. Messrs. Birzer, Hamel,
Malvey, Matlack and Schulte are full-time employees of the Adviser and receive a
fixed salary for the services they provide. They are also eligible for an annual
cash bonus based on the Advisers earnings and the satisfaction of certain other
conditions. Additional benefits received by Messrs. Birzer, Hamel, Malvey,
Matlack and Schulte are normal and customary employee benefits generally
available to all salaried employees. Each of Messrs. Birzer, Hamel, Malvey,
Matlack and Schulte own an equity interest in Tortoise Holdings, LLC which
wholly owns the Adviser, and each thus benefits from increases in the net income
of the Adviser.
Securities Owned in the
Registrant by Portfolio Managers
The following table provides
information about the dollar range of equity securities in the Registrant
beneficially owned by each of the portfolio managers as of November 30,
2010:
|
|
|
Aggregate Dollar Range
of
|
|
Portfolio Manager
|
|
Holdings in the
Registrant
|
|
H. Kevin Birzer
|
|
$100,001-$500,000
|
|
Zachary A.
Hamel
|
|
$10,001-$50,000
|
|
Kenneth P. Malvey
|
|
$50,001-$100,000
|
|
Terry
Matlack
|
|
$100,001-$500,000
|
|
David J. Schulte
|
|
$100,001-$500,000
|
Item 9. Purchases of Equity
Securities by Closed-End Management Investment Company and
Affiliated
Purchasers.
|
|
|
|
(d)
|
|
|
|
(c)
|
Maximum Number
(or
|
|
|
|
Total Number of
|
Approximate
Dollar
|
|
(a)
|
|
Shares (or
Units)
|
Value) of Shares
(or
|
|
Total Number of
|
(b)
|
Purchased as Part
of
|
Units) that May
Yet
|
|
Shares (or
Units)
|
Average Price
Paid
|
Publicly
Announced
|
Be Purchased
Under
|
Period
|
Purchased
|
per Share (or
Unit)
|
Plans or
Programs
|
the Plans or
Programs
|
Month #1
|
0
|
0
|
0
|
0
|
6/1/11-6/30/11
|
|
|
|
|
Month #2
|
0
|
0
|
0
|
0
|
7/1/11-7/31/11
|
|
|
|
|
Month #3
|
0
|
0
|
0
|
0
|
8/1/11-8/31/11
|
|
|
|
|
Month #4
|
0
|
0
|
0
|
0
|
9/1/11-9/30/11
|
|
|
|
|
Month #5
|
0
|
0
|
0
|
0
|
10/1/11-10/31/11
|
|
|
|
|
Month #6
|
0
|
0
|
0
|
0
|
11/1/11-11/30/11
|
|
|
|
|
Total
|
0
|
0
|
0
|
0
|
Item 10. Submission of
Matters to a Vote of Security Holders.
None.
Item 11. Controls and
Procedures.
(a) The Registrants Chief
Executive Officer and its Chief Financial Officer have concluded that the
Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c)
under the Investment Company Act of 1940 (the 1940 Act)) are effective as of a
date within 90 days of the filing date of this report, based on the evaluation
of these controls and procedures required by Rule 30a-3(b) under the 1940 Act
and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as
amended.
(b) There were no changes in the
Registrants internal control over financial reporting (as defined in Rule
30a-3(d) under the 1940 Act) that occurred during the Registrants second fiscal
quarter of the period covered by this report that have materially affected, or
are reasonably likely to materially affect, the Registrants internal control
over financial reporting.
Item 12.
Exhibits.
(a)(1)
Any code of ethics or amendment thereto, that is the
subject of the disclosure required by Item 2, to the extent that the Registrant
intends to satisfy Item 2 requirements through filing of an exhibit.
Filed herewith.
(2)
Certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
Filed
herewith.
(3)
Any written solicitation to purchase securities under
Rule 23c-1 under the Act sent or given during the period covered by the report
by or on behalf of the Registrant to 10 or more persons.
None.
(b)
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Furnished herewith.
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
(Registrant)
|
|
Tortoise
North American Energy Corporation
|
|
|
|
By (Signature and Title)
|
|
/s/ Terry Matlack
|
|
|
Terry Matlack, Chief
Executive Officer
|
Date January 24,
2012
Pursuant to the requirements of
the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
By (Signature and Title)
|
|
/s/ Terry Matlack
|
|
|
Terry Matlack, Chief Executive
Officer
|
Date
January 24, 2012
By (Signature and Title)
|
|
/s/ P. Bradley Adams
|
|
|
P. Bradley Adams, Chief Financial
Officer
|
Date
January 24, 2012
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