LAW FIRM BLACKWELL SANDERS PEPER MARTIN LLP 4801 MAIN STREET SUITE 1000 KANSAS CITY, MO 64112 P.O. BOX 219777 KANSAS CITY, MO 64141-6777 TEL: (816) 983-8000 FAX: (816) 983-8080 WEBSITE: www.blackwellsanders.com Kirstin Pace Salzman DIRECT FAX: (816) 983-8080 DIRECT: (816) 983-8316 E-MAIL: ksalzman@blackwellsanders.com January 27, 2006 VIA EMAIL & EDGAR Securities and Exchange Commission 100 F Street, N.E. Room 4700 Washington, D.C. 20549-0505 Attention: Larry L. Greene, Senior Counsel Re: Tortoise North American Energy Corporation, file No. 811-21700 ("TYN") Tortoise Energy Capital Corporation, file 811-21725 ("TYY") Dear Larry: On behalf of TYY and TYN (the "Companies"), we are responding to comments received by telephone from you on January 23 and 24, 2006, on the Companies' Preliminary Proxy Statements filed with the Securities and Exchange Commission (the "Commission") on January 12, 2006 (the "Proxies"). Because the Proxies are very similar and your comments were directed to both Proxies, our responses will address the proxy statement for TYN, with the understanding that all responses and changes will be applied to both Proxies. Attached to the e-mailed copy of this letter we have included a clean copy of the Proxies, and marked copies of the Proxies showing the changes that we have made since their initial filing. These changes are responsive to your comments and also include other conforming and clean up changes. Capitalized terms used without definition in this letter have the meanings ascribed to them in the TYN proxy statement (the "TYN Proxy"). For your convenience, we have summarized your comments in italicized type below and have followed each comment with our response. Page numbers refer to the pages in the marked copy of the TYN Proxy. General Please refer to persons who are not "interested persons," as that term is used in the 1940 Act, as "independent," rather than "not interested." The requested change has been made throughout the Proxies. Where a table is used to present information about directors or officers, please divide the table between "independent" and "interested" persons. The requested change has been made throughout the Proxies. KANSAS CITY, MISSOURI o ST. LOUIS, MISSOURI o OVERLAND PARK, KANSAS o OMAHA, NEBRASKA o SPRINGFIELD, MISSOURI o EDWARDSVILLE, ILLINOIS o WASHINGTON, D.C. o LONDON, UNITED KINGDOM AFFILIATES: LEEDS o MANCHESTER MEMBER OF THE WORLD SERVICES GROUP
Larry L. Greene Securities and Exchange Commission January 27, 2006 Page 2 Proposal One In the third paragraph on page 2, omit the reference to "this proposal" in the second sentence. The requested change has been made to the Proxies. Proposal Two For how long could the Company exercise the authority to issue shares below NAV? In light of the Staff's position that a fund may not exercise authority to issue shares below NAV after an unreasonable period of time has elapsed since obtaining stockholder approval, the Proxies have been modified to indicate that the Companies will not sell shares below NAV pursuant to the authority granted under Proposal Two after the Companies' 2007 stockholders meetings, unless the Companies obtain additional approval from the Companies' respective stockholders at their 2007 stockholders' meetings. Do the Companies know the size of the offerings which would be made pursuant to the authority granted under Proposal Two? The Companies do not know the size or other terms of such offerings at this time. The Companies' Boards of Directors would need to assess those matters when the market opportunities present themselves. Can you provide assurance that the Companies will not sell shares below market price? The Companies have added the statement at the end of the third paragraph indicating that its shares will be sold at fair market value. In light of the discussion regarding the tendency of closed-end funds' shares to trade at prices below NAV, it would be helpful to demonstrate the difference between the price the Companies' shares have traded as compared to their NAV over time. In the TYN Proxy, TYN has added a sentence in paragraph two which provides this information. Because TYY has traded publicly for a longer period of time, TYY has added a table with this information. Can you further clarify condition number two as to how the 1% limit on dilution will be calculated? The Companies have modified the language in condition number two to further clarify the
Larry L. Greene Securities and Exchange Commission January 27, 2006 Page 3 condition. The explanation of the effect of abstentions and broker non-votes in the last paragraph of Proposal Two is confusing. The Companies have divided this paragraph into two paragraphs to clarify the discussion of the effect of abstentions and broker non-votes. Have the Companies' Boards of Directors approved Proposal Two? The Companies have added a statement at the end of the second paragraph indicating the respective Board of each Company has approved Proposal Two. Other Matters In the discussion of the quorum requirements, please explain what abstentions and broker non-votes are. Additional explanation was added at the top of page 19. In the discussion under "Other Proposals and Nominations," the first and second sentences are inconsistent in that the first sentence suggests the discussion relates to proposals a stockholder would not want included the next proxy statement, while the last sentence relates to the inclusion of a stockholder proposal in the next proxy statement. This discussion has been clarified in the first and second paragraphs under "Stockholder Proposals and Nominations for the 2007 Annual Meeting." Proxy Card Please remove the capitalization from the statement indicating that the proxy, when properly executed, will be voted in the manner directed. The requested change has been made.
Larry L. Greene Securities and Exchange Commission January 27, 2006 Page 4 The Companies acknowledge that: They are responsible for the adequacy and accuracy of the disclosure in their filings; Staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and The Companies may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Thank you very much for your review of the Proxies, and please call the undersigned at (816) 983-8316 with any questions you may have. Sincerely, /s/ KIRSTIN PACE SALZMAN Kirstin Pace Salzman KPS/dp Enclosures