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
