LAW FIRM
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4801 MAIN STREET SUITE 1000 KANSAS CITY, MO 64112
P.O. BOX 219777 KANSAS CITY, MO 64121-6777
TEL: (816) 983-8000 FAX: (816) 983-8080
WEBSITE: www.blackwellsanders.com
Kirstin Pace Salzman DIRECT: (816) 983-8316 |
DIRECT FAX: (816) 983-8080 E-MAIL: ksalzman@blackwellsanders.com |
January 26, 2007
VIA EDGAR AND OVERNIGHT
COURIER
Securities and Exchange
Commission
100 F Street
Washington, D.C. 20549
Attention: Larry L. Greene,
Senior Counsel
|
Re: |
Proxy
Statement for Tortoise Energy Infrastructure Company (TYG), Tortoise
Energy Capital Corporation (TYY), and Tortoise North American Energy
Corporation (TYN, and together with TYG and TYY, the Companies) |
To the Commission:
On January 9,
2007, the Companies filed with the Securities and Exchange Commission (the Commission)
a preliminary joint proxy statement (the Preliminary Proxy Statement)
pursuant to Section 14 of the Securities Exchange Act of 1934.
The
Companies received oral comments from Mr. Larry L. Greene of the Commission Staff
(the Staff) on January 12, 2007. The Companies are filing
concurrently herewith their definitive proxy statement (the Definitive Proxy
Statement). A summary of each oral comment from the Staff has been
included in this letter for your reference, and the Companies response is
presented below each comment. All capitalized terms used but not defined in this
letter have the meanings assigned to them in the Definitive Proxy Statement.
1. |
Comment:
Under Proposal Two, there does not appear to be columns setting forth TYNs NAV
and closing price as of the last day of each of its fiscal quarters since inception. |
Response:
The Companies have confirmed that such columns do appear in the Preliminary Proxy
Statement as filed on EDGAR and confirm that such columns will appear in the Definitive
Proxy Statement.
KANSAS CITY, MISSOURI ST. LOUIS, MISSOURI OVERLAND PARK, KANSAS OMAHA, NEBRASKA
SPRINGFIELD, MISSOURI EDWARDSVILLE, ILLINOIS WASHINGTON, D.C. LONDON, UNITED KINGDOM
AFFILIATES: LEEDS MANCHESTER
MEMBER OF THE WORLD SERVICES GROUP
Larry L. Greene
Securities
and Exchange Commission
January 26, 2006
Page 2
2. |
Comment: Please
clarify in the disclosure whether the 1% dilution is calculated on a per issuance basis
or if it is calculated on an aggregate basis. |
Response: The
Companies confirm that the 1% dilution will be calculated on a per issuance basis and
have revised the disclosure as requested.
3. |
Comment: Please
state affirmatively that there is no limit on the number of offerings that can
be conducted at below NAV. |
Response: The
disclosure has been revised as requested.
4. |
Comment: Please
add a statement that, if approved, the authorization to issue shares below NAV will
only last for one year. |
Response: The
requested disclosure is contained in the Preliminary Proxy Statement as the last
sentence of the first paragraph under Proposal Two, and the Companies confirm
that it will be contained in the Definitive Proxy Statement.
5. |
Comment: Please
disclose the impact of below NAV issuances of common stock on each Companys expense
ratio. |
Response: The
requested disclosure has been added.
6. |
Comment: Please
disclose whether the board will evaluate after the fact whether issuances of common
stock below NAV achieved their desired result. |
Response: The
requested disclosure has been added.
7. |
Comment: Please
clarify that Proposal Two must be approved by both the affirmative vote of a majority
of stockholders of record and the affirmative vote of a majority of the votes cast
by the holders of common stock and the holders of preferred stock, voting together as a
single class. |
Response: The
requested disclosure has been added.
8. |
Comment: Please
confirm that the language that reads This proxy, when properly executed, will be
voted in a manner directed herein and, absent direction, will be voted FOR the
proposals is in bold. |
Larry L. Greene
Securities
and Exchange Commission
January 26, 2006
Page 3
Response: The
Companies have confirmed that this language is in bold on all of the proxy cards,
except the proxy card for the TYN preferred shareholders, in the EDGAR file submitted
and hereby confirm that it will be in bold on all proxy cards in the Definitive Proxy
Statement.
On behalf of
each Company with respect to each Definitive Proxy Statement filed, we acknowledge that:
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each
Company is responsible for the adequacy and accuracy of the disclosure in the filings; |
|
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Staff
comments or changes to disclosure in response to Staff comments do not foreclose the
Commission from taking any action with respect to the filings; and |
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each
Company 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. |
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Sincerely,
/s/ Kirstin Pace Salzman
Kirstin Pace Salzman |
KPS/dg
Enclosures
cc: |
Diane
Bono Tortoise Capital Advisors (w/encl.) Steven F. Carman, Esq. - Blackwell
Sanders Peper Martin LLP (w/encl.) |