formn14_040309pros.htm

The information in this Reorganization Statement of Additional Information is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This Reorganization Statement of Additional Information is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated April 3, 2009

REORGANIZATION STATEMENT OF ADDITIONAL INFORMATION

RELATING TO THE ACQUISITION OF THE ASSETS AND LIABILITIES OF

TORTOISE GAS AND OIL CORPORATION

BY AND IN EXCHANGE FOR SHARES OF

TORTOISE NORTH AMERICAN ENERGY CORPORATION

Dated ___________, 2009

This Reorganization Statement of Additional Information should be read in conjunction with the Joint Proxy Statement/Prospectus dated ______________, 2009 relating to the proposed Reorganization (the “Reorganization”) of Tortoise Gas and Oil Corporation (“TGO”) into Tortoise North American Energy Corporation (“TYN”) (the “Joint Proxy Statement/Prospectus”). In the Reorganization, TYN will acquire substantially all of the assets and assume substantially all of the liabilities of TGO in exchange for an equal aggregate net asset value (not market value) of newly-issued shares of common stock, par value $0.001 per share, of TYN (“TYN Common Shares”). TGO will distribute TYN Common Shares to common stockholders of TGO and will then terminate its registration under the Investment Company Act of 1940, as amended (the “1940 Act”) and dissolve under Maryland law. A copy of a form of the Agreement and Plan of Reorganization between TGO and TYN is attached hereto as Appendix A. Unless otherwise defined herein, capitalized terms have the meanings given to them in the Joint Proxy Statement/Prospectus.

This Reorganization Statement of Additional Information is not a prospectus and should be read in conjunction with the Joint Proxy Statement/Prospectus. A copy of the Joint Proxy Statement/Prospectus may be obtained, without charge, by writing to TYN at 11550 Ash Street, Suite 300, Leawood, Kansas 66211.

TYN will provide, without charge, upon the written or oral request of any person to whom this Reorganization Statement of Additional Information is delivered, a copy of any and all documents that have been incorporated by reference in the registration statement of which this Reorganization Statement of Additional Information is a part.

TABLE OF CONTENTS

	Page

INVESTMENT LIMITATIONS	S-1
INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES	S-3
MANAGEMENT OF THE COMPANY	S-13
PORTFOLIO TRANSACTIONS	S-27
NET ASSET VALUE	S-28
CERTAIN FEDERAL INCOME TAX MATTERS	S-30
PROXY VOTING POLICIES	S-35
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	S-36
ADMINISTRATOR AND CUSTODIAN	S-36
FINANCIAL STATEMENTS	S-36
APPENDIX A FORM OF AGREEMENT AND PLAN OF REORGANIZATION	A-1
APPENDIX B PRO FORMA COMBINED FINANCIAL STATEMENTS	B-1
PART C OTHER INFORMATION	C-1

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INVESTMENT LIMITATIONS

This section supplements the disclosure in the Joint Proxy Statement/Prospectus and provides additional information on the investment limitations of TYN and TGO. Unless otherwise indicated, the disclosure in this section generally applies to TYN and TGO. Investment limitations identified as fundamental may only be changed with the approval of the holders of a majority of TYN’s outstanding voting securities (which for this purpose and under the 1940 Act means the lesser of (1) 67% of the voting shares represented at a meeting at which more than 50% of the outstanding voting shares are represented or (2) more than 50% of the outstanding voting shares).

Investment limitations stated as a maximum percentage of TYN's assets are only applied immediately after, and because of, an investment or a transaction to which the limitation is applicable (other than the limitations on borrowing). Accordingly, any later increase or decrease resulting from a change in values, net assets or other circumstances will not be considered in determining whether the investment complies with TYN’s investment limitations. All limitations with respect to nonfundamental investment policies that are based on a percentage of total assets include assets obtained or expected to be obtained through leverage.

Fundamental Investment Limitations

Tortoise North American Energy Corporation

The following are TYN’s fundamental investment limitations set forth in their entirety. TYN may not:

issue senior securities, except as permitted by the 1940 Act and the rules and interpretive positions of the SEC thereunder;

borrow money, except as permitted by the 1940 Act and the rules and interpretive positions of the SEC thereunder;

make loans, except by the purchase of debt obligations, by entering into repurchase agreements or through the lending of portfolio securities and as otherwise permitted by the 1940 Act and the rules and interpretive positions of the SEC thereunder;

concentrate (invest 25% or more of total assets) its investments in any particular industry, except that it will concentrate its assets in the group of industries constituting the North American energy sector;

underwrite securities issued by others, except to the extent that it may be considered an underwriter within the meaning of the 1933 Act, in the disposition of restricted securities held in its portfolio;

purchase or sell real estate unless acquired as a result of ownership of securities or other instruments, except that it may invest in securities or other instruments backed by real estate or securities of companies that invest in real estate or interests therein; and

purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments, except that it may purchase or sell options and futures contracts or invest in securities or other instruments backed by physical commodities.

Tortoise Gas and Oil Corporation

The following are TGO’s fundamental investment limitations set forth in their entirety. TGO may not:

issue senior securities, except as permitted by the 1940 Act and the rules and interpretive positions of the SEC thereunder;

borrow money, except as permitted by the 1940 Act and the rules and interpretive positions of the SEC thereunder;

concentrate (invest 25% or more of total assets) its investments in any particular industry, except that it will concentrate its assets in the group of industries constituting the energy sector;

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Nonfundamental Investment Policies

Tortoise North American Energy Corporation

TYN has adopted the following non-fundamental restrictions and policies. TYN will not:

Under normal conditions, invest less than 80% of its total assets in equity securities of energy companies; TYN will provide stockholders with notice at least 60 days prior to changing this non-fundamental policy unless such change was previously approved by stockholders.

Under normal conditions, invest more than 50% of its total assets in restricted securities; TYN will provide stockholders with notice prior to changing this non-fundamental policy of the Company unless such change was previously approved by stockholders.

Enter into short sales.

Tortoise Gas and Oil Corporation

TGO has adopted the following nonfundamental policies:

Under normal circumstances, TGO invests at least 80% of its total assets (including assets obtained through leverage) in the equity securities of companies that derive a majority of their revenues from operations in the upstream and midstream gas and oil segments of the energy sector; TGO will provide stockholders with notice at least 60 days prior to changing this non-fundamental policy unless such change was previously approved by stockholders.

TGO may invest up to 100% of its total assets in the equity securities of companies that derive a majority of their revenues from operations in the upstream segment of the energy sector;

TGO may invest up to 100% of its total assets in restricted securities purchased directly from issuers in the energy sector, all of which may be illiquid securities and all of which may be issued by privately held companies;

TGO may invest up to 100% of its total assets in the equity securities of master limited partnerships (“MLPs”) (all of which are public companies), including MLPs in the upstream and midstream segments of the energy sector;

TGO may invest up to 80% of its total assets in the equity securities of MLPs that derive a majority of their revenues from operations in the midstream segment of the energy sector;

TGO may invest up to 20% of its total assets in the equity securities of other companies that exploit and produce natural resources other than energy resources; and

TGO will not engage in short sales.

As used in the bullets above, the term “total assets” includes assets obtained through leverage for the purpose of each nonfundamental investment policy.

The TYN Board of Directors (the “Board of Directors” or the “Board”) may change its nonfundamental investment policies without stockholder approval and will provide notice to stockholders of material changes (including notice through stockholder reports). Unless otherwise stated, all investment restrictions apply at the time of purchase and TYN will not be required to reduce a position due solely to market value fluctuations.

Currently under the 1940 Act, TYN is not permitted to incur indebtedness unless immediately after such borrowing it has asset coverage of at least 300% of the aggregate outstanding principal balance of indebtedness (i.e., such indebtedness may not exceed 33 1/3% of the value of its total assets including the amount borrowed, less all liabilities and indebtedness not represented by senior securities). Additionally, currently under the 1940 Act, TYN may not declare any dividend or other distribution upon its common or preferred stock, or purchase any such stock, unless its aggregate indebtedness has, at the time of the declaration of any such dividend

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or distribution or at the time of any such purchase, an asset coverage of at least 300% after deducting the amount of such dividend, distribution, or purchase price, as the case may be. Currently under the 1940 Act, TYN is not permitted to issue preferred stock unless immediately after such issuance it has asset coverage of at least 200% of the total of the aggregate amount of senior securities representing indebtedness plus the aggregate liquidation value of the outstanding preferred stock (i.e., the aggregate principal amount of such indebtedness and liquidation value may not exceed 50% of the value of TYN’s total assets, including the proceeds of such issuance, less liabilities and indebtedness not represented by senior securities). In addition, currently under the 1940 Act, TYN is not permitted to declare any cash dividend or other distribution on its common stock or purchase any such common stock unless, at the time of such declaration or purchase, it would satisfy this 200% asset coverage requirement test after deducting the amount of such dividend, distribution or share price.

Under the 1940 Act, a “senior security” does not include any promissory note or evidence of indebtedness where such loan is for temporary purposes only and in an amount not exceeding 5% of the value of the total assets of the issuer at the time the loan is made. A loan is presumed to be for temporary purposes if it is repaid within sixty days and is not extended or renewed. Both transactions involving indebtedness and any preferred stock issued by TYN would be considered senior securities under the 1940 Act, and as such, are subject to the asset coverage requirements discussed above.

Currently under the 1940 Act, TYN is not permitted to lend money or property to any person, directly or indirectly, if such person controls or is under common control with TYN, except for a loan from TYN to a company which owns all of its outstanding securities. Currently, under interpretative positions of the staff of the SEC, TYN may not have on loan at any given time securities representing more than one-third of its total assets.

TYN interprets its policies with respect to borrowing and lending to permit such activities as may be lawful, to the full extent permitted by the 1940 Act or by exemption from the provisions therefrom pursuant to an exemptive order of the SEC.

Under the 1940 Act, TYN may, but does not intend to, invest up to 10% of its total assets in the aggregate in shares of other investment companies and up to 5% of its total assets in any one investment company, provided the investment does not represent more than 3% of the voting stock of the acquired investment company at the time such shares are purchased. As a shareholder in any investment company, TYN will bear its ratable share of that investment company’s expenses, and would remain subject to payment of TYN's advisory fees and other expenses with respect to assets so invested. Holders of common stock would therefore be subject to duplicative expenses to the extent TYN invests in other investment companies. In addition, the securities of other investment companies also may be leveraged and will therefore be subject to the same leverage risks described herein and in the Joint Proxy Statement/Prospectus. The net asset value and market value of leveraged shares will be more volatile and the yield to shareholders will tend to fluctuate more than the yield generated by unleveraged shares. A material decline in net asset value may impair TYN’s ability to maintain asset coverage on preferred stock and debt securities, including any interest and principal for debt securities.

INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

The Joint Proxy Statement/Prospectus presents TYN’s investment objective and principal investment strategies and risks. This section supplements the disclosure in the Joint Proxy Statement/Prospectus and provides additional information on TYN’s investment policies, strategies and risks. Restrictions or policies stated as a maximum percentage of TYN’s assets are only applied immediately after a portfolio investment to which the policy or restriction is applicable (other than the limitations on borrowing). Accordingly, any later increase or decrease resulting from a change in values, net assets or other circumstances will not be considered in determining whether the investment complies with TYN’s restrictions and policies.

TYN’s investment objective is to seek a high level of total return with an emphasis on divided income paid to stockholders. For purposes of TYN’s investment objective, total return includes capital appreciation of, and all distributions received from, securities in which if invests regardless of the tax character of the distribution. There is no assurance that TYN will achieve its investment objective. TYN’s investment objective and the investment policies discussed below are nonfundamental. The Board of Directors may change an investment objective, or any policy or limitation that is not fundamental, without a stockholder vote. Shareholders will receive at least 60 days’ prior written notice of any change to the nonfundamental investment policy of investing at least 80% of net assets, plus any borrowings for investment purposes, in equity securities of entities in the energy sector. Unlike most other investment companies, TYN is not treated as a regulated investment company under the U.S. Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). Therefore, TYN is taxed as a regular “C” corporation and is subject to federal and applicable state corporate income taxes.

Under normal circumstances, TYN will invest at least 80% of its total assets (including assets obtained through leverage) in equity securities of companies in the energy sector with their primary operations in North America. The equity securities of the energy companies TYN may purchase consist primarily of interests in MLPs, but may also include Canadian royalty and income trusts,

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common stock, preferred stock, convertible securities, warrants, and depository receipts issued by energy companies that are not MLPs. TYN may also invest up to 50% of its total assets in restricted securities for which no public trading market exists, all of which may be illiquid securities and all of which may be issued by privately held companies. TYN may also invest in debt securities.

The following pages contain more detailed information about the types of issuers and instruments in which TYN may invest, strategies the Adviser may employ in pursuit of investment objective and a discussion of related risks. The Adviser may not buy these instruments or use these techniques unless it believes that doing so will help TYN achieve its objective.

Energy Company Issuers

Under normal circumstances, TYN invests at least 80% of its total assets (including assets obtained through leverage) in equity securities of companies in the energy sector, which may include:

U.S. Master Limited Partnerships

An MLP is an entity that is taxed as a partnership and that derives each year at least 90% of its gross income from “Qualifying Income.” Qualifying Income for MLPs includes interest, dividends, real estate rents, gain from the sale or disposition of real property, income and gain from commodities or commodity futures, and income and gain from mineral or natural resources activities that generate Qualifying Income. MLP interests (known as units) are traded on securities exchanges or over-the-counter. An MLP’s organization as a partnership and compliance with the Qualifying Income rules eliminates federal tax at the entity level.

An MLP has one or more general partners (who may be individuals, corporations, or other partnerships) which manage the partnership, and limited partners, which provide capital to the partnership but have no role in its management. Typically, the general partner is owned by company management or another publicly traded sponsoring corporation. When an investor buys units in an MLP, the investor becomes a limited partner.

MLPs are formed in several ways. A nontraded partnership may decide to go public. Several nontraded partnerships may roll up into a single MLP. A corporation may spin-off a group of assets or part of its business into an MLP of which it is the general partner, to realize the assets’ full value on the marketplace by selling the assets and using the cash proceeds received from the MLP to address debt obligations or to invest in higher growth opportunities, while retaining control of the MLP. A corporation may fully convert to an MLP, although since 1986 the tax consequences have made this an unappealing option for most corporations. Unlike the ways described above, it is also possible for a newly formed entity to commence operations as an MLP from its inception.

The sponsor or general partner of an MLP, other energy companies, and utilities may sell assets to MLPs in order to generate cash to fund expansion projects or repay debt. The MLP structure essentially transfers cash flows generated from these acquired assets directly to MLP limited partner unit holders.

In the case of an MLP buying assets from its sponsor or general partner the transaction is intended to be based upon comparable terms in the acquisition market for similar assets. To help insure that appropriate protections are in place, the board of the MLP generally creates an independent committee to review and approve the terms of the transaction. The committee often obtains a fairness opinion and can retain counsel or other experts to assist its evaluation. Since both parties normally have a significant equity stake in the MLP, both parties are aligned to see that the transaction is accretive and fair to the MLP.

MLPs tend to pay relatively higher distributions than other types of companies and TYN intends to use these MLP distributions in an effort to meet its investment objective.

As a motivation for the general partner to successfully manage the MLP and increase cash flows, the terms of MLPs typically provide that the general partner receives a larger portion of the net income as distributions reach higher target levels. As cash flow grows, the general partner receives a greater interest in the incremental income compared to the interest of limited partners. Although the percentages vary among MLPs, the general partner’s marginal interest in distributions generally increases from 2% to 15% at the first designated distribution target level moving up to 25% and ultimately 50% as pre-established distribution per unit thresholds are met. Nevertheless, the aggregate amount distributed to limited partners will increase as MLP distributions reach higher target levels. Given this incentive structure, the general partner has an incentive to streamline operations and undertake acquisitions and growth projects in order to increase distributions to all partners.

Because the MLP itself does not pay federal income tax, its income or loss is allocated to its investors, irrespective of whether the investors receive any cash payment or other distributions from the MLP. An MLP typically makes quarterly cash distributions. Although they resemble corporate dividends, MLP distributions are treated differently for tax purposes. The MLP distribution is

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treated as a return of capital to the extent of the investor’s basis in his MLP interest and, to the extent the distribution exceeds the investor’s basis in the MLP, generally capital gain. The investor’s original basis is the price paid for the units. The basis is adjusted downwards with each distribution and allocation of deductions (such as depreciation) and losses, and upwards with each allocation of taxable income and gain.

The partner will not incur federal income tax on distributions until: (1) he sells his MLP units and pays tax on his gain, which gain is increased due to the basis decrease due to prior distributions; or (2) his basis reaches zero. When the units are sold, the difference between the sales price and the investor’s adjusted basis is gain or loss for federal income tax purposes.

The business of MLPs is affected by supply and demand for energy commodities because most MLPs derive revenue and income based upon the volume of the underlying commodity produced, transported, processed, distributed, and/or marketed. Specifically, processing and coal MLPs may be directly affected by energy commodity prices. Propane MLPs own the underlying energy commodity, and therefore have direct exposure to energy commodity prices, although the Adviser intends to seek high quality MLPs that are able to mitigate or manage direct margin exposure to commodity prices. Pipeline MLPs have indirect commodity exposure to oil and gas price volatility because although they do not own the underlying energy commodity, the general level of commodity prices may affect the volume of the commodity the MLP delivers to its customers and the cost of providing services such as distributing natural gas liquids. The MLP industry in general could be hurt by market perception that MLP’s performance and valuation are directly tied to commodity prices.

MLPs in the energy sector in which TYN will invest can generally be classified into the following categories:

Pipeline MLPs are common carrier transporters of natural gas, natural gas liquids (“NGLs”) (primarily propane, ethane, butane and natural gasoline), crude oil or refined petroleum products (gasoline, diesel fuel and jet fuel). Pipeline MLPs also may operate ancillary businesses such as storage and marketing of such products. Revenue is derived from capacity and transportation fees. Historically, pipeline output has been less exposed to cyclical economic forces due to its low cost structure and government-regulated nature. In addition, pipeline MLPs typically do not have direct commodity price exposure because they do not own the product being shipped.

Gathering & Processing MLPs are gatherers and processors of natural gas as well as providers of transportation, fractionation and storage of NGLs. Revenue is derived from providing services to natural gas producers, which require treatment or processing before their natural gas commodity can be sold to utilities and other end users. Revenue for the processor is fee-based, although it is not uncommon to have some participation in the prices of the natural gas and NGL commodities.

Oil and Gas Exploitation & Production (“E&P”) MLPs produce energy resources, including crude oil and natural gas, from mature, long-life basins throughout the United States. Revenue is generated by the sale of crude oil or natural gas, resulting in direct commodity price exposure. E&P MLPs reduce cash flow volatility associated with commodity prices by executing multi-year hedging strategies that fix the price of oil and gas produced.

Shipping MLPs are primarily marine transporters of natural gas, crude oil or refined petroleum products. Marine shipping MLPs derive revenue from charging customers for the transportation of these products utilizing the MLPs' vessels. Transportation services are typically provided pursuant to a charter or contract the terms of which vary depending on, for example, the length of use of a particular vessel, the amount of cargo transported, the number of voyages made, the parties operating a vessel or other factors.

Propane MLPs are distributors of propane to homeowners for space and water heating. Revenue is derived from the resale of the commodity on a margin over wholesale cost. The ability to maintain margin is a key to profitability. Propane serves approximately 3% of the household energy needs in the United States, largely for homes beyond the geographic reach of natural gas distribution pipelines. Approximately 70% of annual cash flow is earned during the winter heating season. Accordingly, volumes are weather dependant, but have utility type functions similar to electricity and natural gas.

MLPs typically achieve distribution growth by internal and external means. MLPs achieve growth internally by experiencing higher commodity volume driven by the economy and population, and through the expansion of existing operations including increasing the use of underutilized capacity, pursuing projects that can leverage and gain synergies with existing infrastructure and pursuing so called “greenfield projects.” External growth is achieved by making accretive acquisitions.

MLPs are subject to various federal, state and local environmental laws and health and safety laws as well as laws and regulations specific to their particular activities. These laws and regulations address: health and safety standards for the operation of facilities, transportation systems and the handling of materials; air and water pollution requirements and standards; solid waste disposal requirements; land reclamation requirements; and requirements relating to the handling and disposition of hazardous materials. MLPs

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are subject to the costs of compliance with such laws applicable to them, and changes in such laws and regulations may adversely affect their results of operations.

MLPs operating interstate pipelines and storage facilities are subject to substantial regulation by the Federal Energy Regulatory Commission (“FERC”), which regulates interstate transportation rates, services and other matters regarding natural gas pipelines including: the establishment of rates for service; regulation of pipeline storage and liquified natural gas facility construction; issuing certificates of need for companies intending to provide energy services or constructing and operating interstate pipeline and storage facilities; and certain other matters. FERC also regulates the interstate transportation of crude oil, including: regulation of rates and practices of oil pipeline companies; establishing equal service conditions to provide shippers with equal access to pipeline transportation; and establishment of reasonable rates for transporting petroleum and petroleum products by pipeline.

MLPs may be subject to liability relating to the release of substances into the environment, including liability under federal “SuperFund” and similar state laws for investigation and remediation of releases and threatened releases of hazardous materials, as well as liability for injury and property damage for accidental events, such as explosions or discharges of materials causing personal injury and damage to property. Such potential liabilities could have a material adverse effect upon the financial condition and results of operations of MLPs.

MLPs are subject to numerous business related risks, including: deterioration of business fundamentals reducing profitability due to development of alternative energy sources, consumer sentiment with respect to global warming, changing demographics in the markets served, unexpectedly prolonged and precipitous changes in commodity prices and increased competition that reduces the MLP’s market share; the lack of growth of markets requiring growth through acquisitions; disruptions in transportation systems; the dependence of certain MLPs upon the energy exploration and development activities of unrelated third parties; availability of capital for expansion and construction of needed facilities; a significant decrease in natural gas production due to depressed commodity prices or otherwise; the inability of MLPs to successfully integrate recent or future acquisitions; and the general level of the economy.

For a further discussion and a description of MLP tax matters, see the section entitled “Certain Federal Income Tax Matters.”

Non-MLP Energy Sector Companies

Although TYN emphasizes investments in MLPs, it also may invest in companies that are not organized as MLPs. Non-MLP companies may include companies that operate energy assets but which are organized as corporations or limited liability companies rather than in partnership form. Generally, the partnership form is more suitable for companies that operate assets which generate more stable cash flows. Companies that operate “midstream” assets (e.g., transporting, processing, storing, distributing and marketing) tend to generate more stable cash flows than those that engage in exploration and development or delivery of products to the end consumer. Non-MLP companies also may include companies that provide services directly related to the generation of income from energy-related assets, such as oil drilling services, pipeline construction and maintenance, and compression services.

The energy industry and particular energy companies may be adversely affected by possible terrorist attacks, such as the attacks that occurred on September 11, 2001. It is possible that facilities of energy companies, due to the critical nature of their energy businesses to the United States, could be direct targets of terrorist attacks or be indirectly affected by attacks on others. They may have to incur significant additional costs in the future to safeguard their assets. In addition, changes in the insurance markets after September 11, 2001 may make certain types in insurance more difficult to obtain or obtainable only at significant additional cost. To the extent terrorism results in a lower level economic activity, energy consumption could be adversely affected, which would reduce revenues and impede growth. Terrorist or war related disruption of the capital markets could also affect the ability of energy companies to raise needed capital.

Canadian Royalty and Income Trusts

A Canadian royalty trust is a royalty trust whose securities are listed on a Canadian stock exchange and which controls an underlying company whose business is the acquisition, exploitation, production and sale of oil and natural gas. These funds generally pay out to unitholders the majority of the cash flow that they receive from the production and sale of underlying oil and natural gas reserves. The amount of distributions paid on a Canadian royalty trust’s units will vary from time to time based on production levels, commodity prices, royalty rates and certain expenses, deductions and costs, as well as on the distribution payout ratio policy adopted. As a result of distributing the bulk of their cash flow to unitholders, the ability of a Canadian royalty trust to finance internal growth through exploration is limited. Therefore, Canadian royalty trusts typically grow through acquisition of additional oil and gas properties or producing companies with proven reserves of oil and gas, funded through the issuance of additional equity, or, where the trust is able, additional debt.

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A Canadian income trust is an income trust whose securities are listed on a Canadian stock exchange and which controls an underlying company whose business is the ownership and operations of pipelines or other energy distribution assets. These trusts typically generate stable cash flow through the levy of fixed rate transportation tolls based on product throughput. The amount of the distributions paid by these trusts varies with the market demand for transportation of production or their distribution systems. While they are generally not as commodity price sensitive as oil and natural gas royalty trusts, they may be affected by fluctuations in commodity prices in the longer term and are sensitive to the prevailing interest rate levels.

TYN’s Investments

The types of securities in which TYN may invest include, but are not limited to, the following:

MLP Equity Securities. Consistent with its investment objective, TYN may invest up to 100% of its total assets in equity securities of energy companies, including those issued by MLPs and their affiliates such as common units, convertible subordinated units, I-Shares and limited liability company (“LLC”) common units (each discussed below). TYN also may invest up to 20% of its total assets in equity securities of entities not in the energy sector or in debt securities.

The value of equity securities will be affected by changes in the stock markets, which may be the result of domestic or international political or economic news, changes in interest rates or changing investor sentiment. At times, stock markets can be volatile and stock prices can change substantially. Equity securities risk will affect TYN’s net asset value per share, which will fluctuate as the value of the securities held by TYN changes. Not all stock prices change uniformly or at the same time, and not all stock markets move in the same direction at the same time. Other factors affect a particular stock’s prices, such as poor earnings reports by an issuer, loss of major customers, major litigation against an issuer, or changes in governmental regulations affecting an industry. Adverse news affecting one company can sometimes depress the stock prices of all companies in the same industry. Not all factors can be predicted.

Investing in securities of smaller companies may involve greater risk than is associated with investing in more established companies. Smaller capitalization companies may have limited product lines, markets or financial resources; may lack management depth or experience; and may be more vulnerable to adverse general market or economic developments than larger more established companies.

MLP Common Units. MLP common units represent an equity ownership interest in a partnership, providing limited voting rights and entitling the holder to a share of the company’s success through distributions and/or capital appreciation. Unlike stockholders of a corporation, common unit holders do not elect directors annually and generally have the right to vote only on certain significant events, such as a merger, a sale of substantially all of the assets, removal of the general partner or material amendments to the partnership agreement. MLPs are required by their partnership agreements to distribute a large percentage of their current operating earnings. Common unit holders generally have first right to a MQD prior to distributions to the convertible subordinated unit holders or the general partner (including incentive distributions). Common unit holders typically have arrearage rights if the MQD is not met. In the event of liquidation, MLP common unit holders have first rights to the partnership’s remaining assets after bondholders, other debt holders, and preferred unit holders have been paid in full. MLP common units trade on a national securities exchange or over-the-counter. Also, like common stock, prices of MLP common units are sensitive to general movements in the stock market and a drop in the stock market may depress the price of MLP common units to which TYN has exposure.

Limited Liability Company Units. Some energy companies in which TYN may invest have been organized as LLCs. Such LLCs are treated in the same manner as MLPs for federal income tax purposes. Consistent with its investment objective and policies, TYN may invest in common units or other securities of such LLCs. LLC common units represent an equity ownership interest in an LLC, entitling the holder to a share of the LLC’s success through distributions and/or capital appreciation. Similar to MLPs, LLCs typically do not pay federal income tax at the entity level and are required by their operating agreements to distribute a large percentage of their earnings. LLC common unit holders generally have first rights to a MQD prior to distributions to subordinated unit holders and typically have arrearage rights if the MQD is not met. In the event of liquidation, LLC common unit holders have first rights to the LLC’s remaining assets after bond holders, other debt holders and preferred unit holders, if any, have been paid in full. LLC common units may trade on a national securities exchange or over-the-counter.

In contrast to MLPs, LLCs have no general partner and there are generally no incentives that entitle management or other unit holders to increased percentages of cash distributions as distributions reach higher target levels. In addition, LLC common unit holders typically have voting rights with respect to the LLC, whereas MLP common units have limited voting rights.

MLP Convertible Subordinated Units. MLP convertible subordinated units are typically issued by MLPs to founders, corporate general partners of MLPs, entities that sell assets to the MLP, and institutional investors. The purpose of the convertible subordinated

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units is to increase the likelihood that during the subordination period there will be available cash to be distributed to common unit holders. Convertible subordinated units generally are not entitled to distributions until holders of common units have received specified MQD, plus any arrearages, and may receive less than common unit holders in distributions upon liquidation. Convertible subordinated unit holders generally are entitled to MQD prior to the payment of incentive distributions to the general partner, but are not entitled to arrearage rights. Therefore, convertible subordinated units generally entail greater risk than MLP common units. They are generally convertible automatically into the senior common units of the same issuer at a one-to-one ratio upon the passage of time and/or the satisfaction of certain financial tests. These units generally do not trade on a national exchange or over-the-counter, and there is no active market for convertible subordinated units. Although the means by which convertible subordinated units convert into senior common units depend on a security’s specific terms, MLP convertible subordinated units typically are exchanged for common shares. The value of a convertible security is a function of its worth if converted into the underlying common units. Convertible subordinated units generally have similar voting rights as MLP common units. Distributions may be paid in cash or in-kind.

MLP I-Shares. I-Shares represent an indirect investment in MLP I-units. I-units are equity securities issued to an affiliate of an MLP, typically a limited liability company that owns an interest in and manages the MLP. The I-Shares issuer has management rights but is not entitled to incentive distributions. The I-Share issuer’s assets consist exclusively of MLP I-units. Distributions by MLPs to I-unit holders are made in the form of additional I-units, generally equal in amount to the cash received by common unit holders of MLPs. Distributions to I-Share holders are made in the form of additional I-Shares, generally equal in amount to the I-units received by the I-Share issuer. The issuer of the I-Shares is taxed as a corporation for federal income tax purposes. Accordingly, investors receive a Form 1099, are not allocated their proportionate share of income of the MLPs and are not subject to state filing obligations.

Equity Securities of MLP Affiliates. TYN may also invest in equity securities of MLP affiliates, by purchasing securities of limited liability entities that own general partner interests of MLPs. General partner interests of MLPs are typically retained by an MLP’s original sponsors, such as its founders, corporate partners, entities that sell assets to the MLP and investors such as the entities from which TYN may purchase general partner interests. A holder of general partner interests can be liable under certain circumstances for amounts greater than the amount of the holder’s investment in the general partner interest. General partner interests often confer direct board participation rights and in many cases, operating control, over the MLP. These interests themselves are not publicly traded, although they may be owned by publicly traded entities. General partner interests receive cash distributions, typically 2% of the MLP’s aggregate cash distributions, which are contractually defined in the partnership agreement. In addition, holders of general partner interests typically hold incentive distribution rights (“IDRs”), which provide them with a larger share of the aggregate MLP cash distributions as the distributions to limited partner unit holders are increased to prescribed levels. General partner interests generally cannot be converted into common units. The general partner interest can be redeemed by the MLP if the MLP unitholders choose to remove the general partner, typically with a supermajority vote by the MLP limited partner unitholders.

Non-MLP Equity Securities. TYN may also invest in common and preferred stock, limited liability company interests, limited partner interests, convertible securities, warrants and depository receipts of companies that are organized as corporations, limited liability companies or limited partnerships. Common stock generally represents an equity ownership interest in an issuer. Although common stocks have historically generated higher average total returns than fixed-income securities over the long term, common stocks also have experienced significantly more volatility in those returns and may under-perform relative to fixed-income securities during certain periods. An adverse event, such as an unfavorable earnings report, may depress the value of a particular common stock held by TYN. Also, prices of common stocks are sensitive to general movements in the stock market and a drop in the stock market may depress the price of common stocks to which TYN has exposure. Common stock prices fluctuate for several reasons including changes in investors’ perceptions of the financial condition of an issuer or the general condition of the relevant stock market, or the occurrence of political or economic events which affect the issuers. In addition, common stock prices may be particularly sensitive to rising interest rates, which increases borrowing costs and the costs of capital.

Debt Securities. TYN may invest up to 20% of its total assets in debt securities, including in below investment grade securities. TYN’s debt securities may have fixed or variable principal payments and all types of interest rate and dividend payment and reset terms, including fixed rate, adjustable rate, zero coupon, contingent, deferred and payment in kind features. If a security satisfies TYN’s minimum rating criteria at the time of purchase and is subsequently downgraded below such rating, TYN will not be required to dispose of such security. If a downgrade occurs, the Adviser will consider what action, including the sale of such security, is in the best interest of TYN and its stockholders.

Below Investment Grade Debt Securities. TYN may invest up to 20% of its assets in below investment grade securities.

Investment in below investment grade securities involves substantial risk of loss. Below investment grade debt securities or comparable unrated securities are commonly referred to as "junk bonds" and are considered predominantly speculative with respect to the issuer's ability to pay interest and principal and are susceptible to default or decline in market value due to adverse economic and

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business developments. The market values for high yield securities tend to be very volatile, and these securities are less liquid than investment grade debt securities. For these reasons, your investment in TYN is subject to the following specific risks:

increased price sensitivity to changing interest rates and to a deteriorating economic environment;

greater risk of loss due to default or declining credit quality;

adverse company specific events are more likely to render the issuer unable to make interest and/or principal payments; and

if a negative perception of the below investment grade debt market develops, the price and liquidity of below investment grade debt securities may be depressed. This negative perception could last for a significant period of time.

Adverse changes in economic conditions are more likely to lead to a weakened capacity of a below investment grade debt issuer to make principal payments and interest payments than an investment grade issuer. The principal amount of below investment grade securities outstanding has proliferated in the past decade as an increasing number of issuers have used below investment grade securities for corporate financing. An economic downturn could severely affect the ability of highly leveraged issuers to service their debt obligations or to repay their obligations upon maturity. Similarly, down-turns in profitability in specific industries, such as the energy industry, could adversely affect the ability of below investment grade debt issuers in that industry to meet their obligations. The market values of lower quality debt securities tend to reflect individual developments of the issuer to a greater extent than do higher quality securities, which react primarily to fluctuations in the general level of interest rates. Factors having an adverse impact on the market value of lower quality securities may have an adverse effect on TYN’s net asset value and the market value of its common stock. In addition, TYN may incur additional expenses to the extent it is required to seek recovery upon a default in payment of principal or interest on its portfolio holdings. In certain circumstances, TYN may be required to foreclose on an issuer's assets and take possession of its property or operations. In such circumstances, TYN would incur additional costs in disposing of such assets and potential liabilities from operating any business acquired.

The secondary market for below investment grade securities may not be as liquid as the secondary market for more highly rated securities, a factor which may have an adverse effect on TYN’s ability to dispose of a particular security when necessary to meet its liquidity needs. There are fewer dealers in the market for below investment grade securities than investment grade obligations. The prices quoted by different dealers may vary significantly and the spread between the bid and asked price is generally much larger than those for higher quality instruments. Under adverse market or economic conditions, the secondary market for below investment grade securities could contract further, independent of any specific adverse changes in the condition of a particular issuer, and these instruments may become illiquid. As a result, TYN could find it more difficult to sell these securities or may be able to sell the securities only at prices lower than if such securities were widely traded. Prices realized upon the sale of such lower rated or unrated securities, under these circumstances, may be less than the prices used in calculating TYN’s net asset value.

Because investors generally perceive that there are greater risks associated with lower quality debt securities of the type in which TYN may invest its assets, the yields and prices of such securities may tent to fluctuate more than those for higher rated securities. In the lower quality segments of the debt securities market, changes in perceptions of issuers' creditworthiness tend to occur more frequently and in a more pronounced manner than do changes in higher quality segments of the debt securities market, resulting in greater yield and price volatility.

TYN does not intend to invest in distressed, below investment grade securities (those that are in default or the issuers of which are in bankruptcy). If a debt security becomes distressed while held by TYN, TYN may be required to bear certain extraordinary expenses in order to protect and recover its investment if it is recoverable at all.

Canadian Royalty and Income Trust Securities. The Canadian royalty and income trust securities in which TYN may invest consist primarily of trust units that represent an equity ownership interest in a trust created under the laws of a Canadian province. The trust units generally entitle the holder to receive monthly or quarterly cash distributions from the trust, as well as the potential to share in the trust’s success through capital appreciation. In the event of a liquidation of the trust that issued the trust units, the holders of the trust units generally would be entitled to their pro rata share of any liquidation proceeds, net of any applicable withholding tax in the case of non-residents of Canada, remaining after payment of all outstanding debts and other liabilities. Canadian royalty and income trust units generally trade on a Canadian stock exchange, such as the Toronto Stock Exchange, and also may trade on one of the United States stock exchanges. Holders of trust units generally have the right to vote upon the election of managers or directors of the trusts.

Other Investment Companies. TYN may invest in the securities of other investment companies to the extent that such investment is consistent with its investment objective and policies and permissible under the 1940 Act. Under the 1940 Act, TYN may not acquire the securities of other domestic or non-U.S. investment companies, if, as a result, (1) more than 10% of its total assets would be invested in securities of other investment companies, (2) such purchase would result in more than 3% of the total outstanding voting

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securities of any one investment company being held by TYN, or (3) more than 5% of TYN’s total assets would be invested in any one investment company.

These limitations do not apply to the purchase of shares of any investment company in connection with a merger, consolidation, reorganization or acquisition of substantially all the assets of another investment company. As a holder of the securities of other investment companies, TYN will bear its pro rata portion of the other investment companies' expenses, including advisory fees. These expenses are in addition to the direct expenses of TYN’s own operations.

Restricted, Illiquid and Thinly-Traded Securities. TYN may invest up to 50% of its total assets in restricted securities, all of which may be illiquid securities and all of which may be issued by private companies. Restricted securities are less liquid than securities traded in the open market, therefore, TYN may not be able to readily sell such securities. Investments currently considered by the Adviser to be illiquid because of such restrictions include subordinated convertible units and certain direct placements of common units. Such securities are unlike securities that are traded in the open market, which can be expected to be sold immediately if the market is adequate. The sale price of securities that are not readily marketable may be lower or higher than the Company’s most recent determination of their fair value. Additionally, the value of these securities typically requires more reliance on the judgment of the Adviser than that required for securities for which there is an active trading market. Due to the difficulty in valuing these securities and the absence of an active trading market for these securities, TYN may not be able to realize these securities’ true value, or may have to delay their sale in order to do so.

Restricted securities generally can be sold in private transactions, pursuant to an exemption from registration under the 1933 Act, or in a registered public offering. If the issuer of the restricted securities has an effective registration statement on file with the SEC covering the restricted securities, the Adviser has the ability to deem restricted securities as liquid. To enable TYN to sell its holdings of a restricted security not registered under the 1933 Act, TYN may have to cause those securities to be registered. When TYN must arrange registration because it wishes to sell the security, a considerable period may elapse between the time the decision is made to sell the security and the time the security is registered so that TYN can sell it. TYN would bear the risks of any downward price fluctuation during that period.

In recent years, a large institutional market has developed for certain securities that are not registered under the 1933 Act, including private placements, repurchase agreements, commercial paper, foreign securities and corporate bonds and notes. These instruments are often restricted securities because the securities are either themselves exempt from registration or were sold in transactions not requiring registration, such as Rule 144A transactions. Institutional investors generally will not seek to sell these instruments to the general public, but instead will often depend on an efficient institutional market in which such unregistered securities can be resold or on an issuer’s ability to honor a demand for repayment. Therefore, the fact that there are contractual or legal restrictions on resale to the general public or certain institutions is not dispositive of the liquidity of such investments.

Rule 144A under the 1933 Act establishes a “safe harbor” from the registration requirements of the 1933 Act for resales of certain securities to qualified institutional buyers. Institutional markets for restricted securities that exist or may develop as a result of Rule 144A may provide both readily ascertainable values for restricted securities and the ability to liquidate an investment. An insufficient number of qualified institutional buyers interested in purchasing Rule 144A-eligible securities held by TYN, however, could affect adversely the marketability of such portfolio securities and TYN might be unable to dispose of such securities promptly or at reasonable prices.

TYN may also invest in securities that may not be restricted, but are thinly-traded. Although securities of certain MLPs trade on the New York Stock Exchange (“NYSE”), the NYSE Alternext U.S. (formerly known as the American Stock Exchange) the NASDAQ National Market or other securities exchanges or markets, such securities may have a lower trading volume less than those of larger companies due to their relatively smaller capitalizations. Such securities may be difficult to dispose of at a fair price during times when TYN believes it is desirable to do so. Thinly-traded securities are also more difficult to value and the Adviser’s judgment as to value will often be given greater weight than market quotations, if any exist. If market quotations are not available, thinly-traded securities will be valued in accordance with methodologies established by the Board. Investment of capital in thinly-traded securities may restrict TYN’s ability to take advantage of market opportunities. The risks associated with thinly-traded securities may be particularly acute in situations in which TYN’s operations require cash and could result in it borrowing to meet short term needs or incurring losses on the sale of thinly-traded securities.

Repurchase Agreements. TYN may enter into “repurchase agreements” backed by U.S. Government securities. A repurchase agreement arises when TYN purchases a security and simultaneously agrees to resell it to the vendor at an agreed upon future date. The resale price is greater than the purchase price, reflecting an agreed upon market rate of return that is effective for the period of time TYN holds the security and that is not related to the coupon rate on the purchased security. Such agreements generally have maturities of not more than seven days and could be used to permit TYN to earn interest on assets awaiting long term investment.

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TYN requires continuous maintenance by the custodian for its account in the Federal Reserve/Treasury Book Entry System of collateral in an amount equal to, or in excess of, the market value of the securities that are the subject of a repurchase agreement. Repurchase agreements maturing in more than seven days are considered illiquid securities. In the event of a bankruptcy or other default of a seller of a repurchase agreement, TYN could experience both delays in liquidating the underlying security and losses, including: (a) possible decline in the value of the underlying security during the period while TYN seeks to enforce its rights thereto; (b) possible subnormal levels of income and lack of access to income during this period; and (c) expenses of enforcing its rights.

Reverse Repurchase Agreements. TYN may enter into reverse repurchase agreements for temporary purposes with banks and securities dealers if the creditworthiness of the bank or securities dealer has been determined by the Adviser to be satisfactory. A reverse repurchase agreement is a repurchase agreement in which TYN is the seller of, rather than the investor in, securities and agrees to repurchase them at an agreed-upon time and price. Use of a reverse repurchase agreement may be preferable to a regular sale and later repurchase of securities because it avoids certain market risks and transaction costs.

At the time when TYN enters into a reverse repurchase agreement, liquid assets (cash, U.S. Government securities or other “high-grade” debt obligations) of TYN having a value at least as great as the purchase price of the securities to be purchased will be segregated on its books and held by the custodian throughout the period of the obligation. The use of reverse repurchase agreements by TYN creates leverage which increases its investment risk. If the income and gains on securities purchased with the proceeds of these transactions exceed the cost, TYN’s earnings or net asset value will increase faster than otherwise would be the case; conversely, if the income and gains fail to exceed the cost, earnings or net asset value would decline faster than otherwise would be the case. TYN intends to enter into reverse repurchase agreements only if the income from the investment of the proceeds is expected to be greater than the expense of the transaction, because the proceeds are invested for a period no longer than the term of the reverse repurchase agreement.

Margin Borrowing. Although TYN does not currently intend to, it may in the future use margin borrowing of up to 33.33% of its total assets for investment purposes when the Adviser believes it will enhance returns. Margin borrowings by TYN create certain additional risks. For example, should the securities that are pledged to brokers to secure margin accounts decline in value, or should brokers from which TYN has borrowed increase their maintenance margin requirements (i.e., reduce the percentage of a position that can be financed), then TYN could be subject to a “margin call,” pursuant to which it must either deposit additional funds with the broker or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. In the event of a precipitous drop in the value of its assets, TYN might not be able to liquidate assets quickly enough to pay off the margin debt and might suffer mandatory liquidation of positions in a declining market at relatively low prices, thereby incurring substantial losses. For these reasons, the use of borrowings for investment purposes is considered a speculative investment practice. Any use of margin borrowing by TYN would be subject to the limitations of the 1940 Act, including the prohibition on TYN issuing more than one class of senior securities, and the asset coverage requirements discussed earlier in this Reorganization Statement of Additional Information.

Interest Rate Transactions. In an attempt to reduce the interest rate risk arising from its leveraged capital structure, TYN may, but is not obligated to, enter into interest rate transactions such as swaps, caps and floors. There is no assurance that the interest rate hedging transactions into which TYN enters will be effective in reducing its exposure to interest rate risk. Hedging transactions are subject to correlation risk, which is the risk that payment on TYN's hedging transactions may not correlate exactly with TYN’s payment obligations on senior securities.

The use of interest rate transactions is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio security transactions. In an interest rate swap, TYN would agree to pay to the other party to the interest rate swap (known as the “counterparty”) a fixed rate payment in exchange for the counterparty agreeing to pay to TYN a variable rate payment that is intended to approximate its variable rate payment obligation on any variable rate borrowings or preferred stock. The payment obligations would be based on the notional amount of the swap. In an interest rate cap, TYN would pay a premium to the counterparty to the interest rate cap and, to the extent that a specified variable rate index exceeds a predetermined fixed rate, it would receive from the counterparty payments of the difference based on the notional amount of such cap. In an interest rate floor, TYN would be entitled to receive, to the extent that a specified index falls below a predetermined interest rate, payments of interest on a notional principal amount from the party selling the interest rate floor. When interest rate transactions are outstanding, TYN will segregate liquid assets with its custodian in an amount equal to its net payment obligation under the transactions. Therefore, depending on the state of interest rates in general, TYN’s use of interest rate transactions could enhance or decrease cash flow available to make payments with respect to the MMP Shares. Further, to the extent there is a decline in interest rates, the value of the interest rate transactions could decline, and could result in a decline in TYN’s net asset value. In addition, if the counterparty to an interest rate transaction defaults, TYN would not be able to use the anticipated net receipts under the interest rate transaction to offset its cost of financial leverage.

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Delayed-Delivery Transactions. Securities may be bought and sold on a delayed-delivery or when-issued basis. Delayed-delivery transactions involve a commitment to purchase or sell specific securities at a predetermined price or yield, with payment and delivery taking place after the customary settlement period for that type of security. Typically, no interest accrues to the purchaser until the security is delivered. TYN may receive fees or price concessions for entering into delayed-delivery transactions.

When purchasing securities on a delayed-delivery basis, the purchaser assumes the rights and risks of ownership, including the risks of price and yield fluctuations and the risk that the security will not be issued as anticipated. Because payment for the securities is not required until the delivery date, these risks are in addition to the risks associated with TYN’s investments. If TYN remains substantially fully invested at a time when delayed-delivery purchases are outstanding, the delayed-delivery purchases may result in a form of leverage. When delayed-delivery purchases are outstanding, TYN will set aside appropriate liquid assets in a segregated custodial account to cover its purchase obligations. When TYN sells a security on a delayed-delivery basis, it does not participate in further gains or losses with respect to the security. If the other party to a delayed-delivery transaction fails to deliver or pay for the securities, TYN could miss a favorable price or yield opportunity or suffer a loss.

Securities Lending. TYN may lend securities to parties such as broker-dealers or institutional investors. Securities lending allows TYN to retain ownership of the securities loaned and, at the same time, to earn additional income. Since there may be delays in the recovery of loaned securities, or even a loss of rights in collateral supplied should the borrower fail financially, loans will be made only to parties deemed by the Adviser to be of good credit and legal standing. Furthermore, loans of securities will only be made if, in the Adviser’s judgment, the consideration to be earned from such loans would justify the risk.

The Adviser understands that it is the current view of the SEC staff that TYN may engage in loan transactions only under the following conditions: (1) TYN must receive 100% collateral in the form of cash or cash equivalents (e.g., U.S. Treasury bills or notes) from the borrower; (2) the borrower must increase the collateral whenever the market value of the securities loaned (determined on a daily basis) rises above the value of the collateral; (3) after giving notice, TYN must be able to terminate the loan at any time; (4) TYN must receive reasonable interest on the loan or a flat fee from the borrower, as well as amounts equivalent to any dividends, interest, or other distributions on the securities loaned and to any increase in market value; (5) TYN may pay only reasonable custodian fees in connection with the loan; and (6) the Board must be able to vote proxies on the securities loaned, either by terminating the loan or by entering into an alternative arrangement with the borrower.

Temporary Investments and Defensive Investments. On a temporary basis to meet working capital needs including, but not limited to, for collateral in connection with certain investment techniques, to hold a reserve pending payment of distributions, and to facilitate the payment of expenses and settlement of trades, TYN may invest in cash, cash equivalents, securities issued or guaranteed by the U.S. Government or its instrumentalities or agencies, high quality, short-term money market instruments, short-term debt securities, certificates of deposit, bankers’ acceptances and other bank obligations, commercial paper rated in the highest category by a rating agency or other liquid fixed income securities — all of which are expected to provide a lower yield than the securities of MLPs and their affiliates. TYN anticipates that under normal market conditions not more than 5% of its total assets will be invested in these instruments.

Under adverse market or economic conditions or pending investment of offering or leverage proceeds, TYN may invest 100% of its total assets in these securities. The yield on these securities may be lower than the returns on MLPs or yields on lower rated fixed income securities. To the extent TYN invests in these securities on a temporary basis or for defensive purposes, it may not achieve its investment objective.

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MANAGEMENT OF THE COMPANY

Directors and Officers

TYN and TGO each have the same investment adviser and the same Board of Directors. Unless otherwise indicated, the disclosure in this section applies to TYN and to TGO. TYN’s business and affairs are managed under the direction of the Board of Directors. Accordingly, the Board of Directors provides broad supervision over TYN’s affairs, including supervision of the duties performed by the Adviser. TYN’s officers are responsible for its day-to-day operations. The names, ages and addresses of each director and officer of TYN together with their principal occupations and other affiliations during the past five years, are set forth below. Each director and officer will hold office until his successor is duly elected and qualified, or until he resigns or is removed in the manner provided by law. Unless otherwise indicated, the address of each director and officer is 11550 Ash Street, Leawood, Kansas 66211. The Board of Directors consists of a majority of directors who are not interested persons (as defined in the 1940 Act) of the Adviser or its affiliates.

NAME AND AGE	POSITION(S) HELD WITH COMPANY, TERM OF OFFICE AND LENGTH OF TIME SERVED	PRINCIPAL OCCUPATION DURING PAST FIVE YEARS	NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR (1)	OTHER BOARD POSITIONS HELD BY DIRECTOR
Independent Directors
Conrad S. Ciccotello (Born 1960)	Director since inception	Tenured Associate Professor of Risk Management and Insurance, Robinson College of Business, Georgia State University (faculty member since 1999); Director of Graduate Personal Financial Planning Programs; Formerly Editor, “Financial Services Review” (an academic journal dedicated to the study of individual financial management) (2001-2007); Published several academic and professional journal articles about energy infrastructure and MLPs.	6	None

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NAME AND AGE	POSITION(S) HELD WITH COMPANY, TERM OF OFFICE AND LENGTH OF TIME SERVED	PRINCIPAL OCCUPATION DURING PAST FIVE YEARS	NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR (1)	OTHER BOARD POSITIONS HELD BY DIRECTOR
Independent Directors (Continued)
John R. Graham (Born 1945)	Director since inception	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; 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	Kansas State Bank
Charles E. Heath (Born 1942)	Director since inception	Retired in 1999, Formerly Chief Investment Officer, GE Capital’s Employers Reinsurance Corporation (1989-1999). Chartered Financial Analyst (“CFA”) designation since 1974	6	None

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NAME AND AGE	POSITION(S) HELD WITH COMPANY, TERM OF OFFICE AND LENGTH OF TIME SERVED	PRINCIPAL OCCUPATION DURING PAST FIVE YEARS	NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR (1)	OTHER BOARD POSITIONS HELD BY DIRECTOR
Interested Directors and Officers(2)
H. Kevin Birzer (Born 1959)	Director and Chairman of the Board since inception	Managing Director of the Adviser since 2002; Member, Fountain Capital Management, LLC (“Fountain Capital”) (1990-present); Director and Chairman of the board of each of TYG, TYY, TTO, TGO and the other private investment company managed by the Adviser since inception of each Fund, 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.	6	None

Terry C. Matlack (Born 1956)	Director, and Chief Financial Officer since inception; Chief Compliance Officer from inception to June 2006; Treasurer from inception to November 2005; Assistant Treasurer from November 2005 to April 2008	Managing Director of the Adviser since 2002; full-time Managing Director, Kansas City Equity Partners, LC (“KCEP”) (2001-2002); President, GreenStreet Capital, a private investment firm (1998-2001). Director and Chief Financial Officer of each of TYG, TYY, TTO, TGO and the other private investment company managed by the Adviser since inception of each Fund; Chief Compliance Officer of TYY from inception through May 2006 and of TYG from 2004 through May 2006; Treasurer of TYY and TYG from their inception to November 2005; Assistant Treasurer of TYG and TYY from November 2005 to April 2008, of TTO and TGO from their inception to April 2008 and of the other private investment company since inception. CFA designation since 1985.	6	None

David J. Schulte (Born 1961)	Chief Executive Officer since inception; President from inception to September 2008	Managing Director of the Adviser since 2002; full-time Managing Director, KCEP (1993-2002); President and Chief Executive Officer of TYG and TYY since inception; Chief Executive Officer of TTO since 2005 and President of TTO from 2005 to April 2007; Chief Executive Officer of TGO since inception and President of TGO from 2007 to June 2008; President of the other private investment company managed by the Adviser since 2007 and Chief Executive Officer of the other private investment company from 2007 to December 2008. CFA designation since 1992.	N/A	None

Zachary A. Hamel (Born 1965)	Senior Vice President since April 2007; Secretary from inception to April 2007	Managing Director of the Adviser since 2002; Partner with Fountain Capital (1997-present). Senior Vice President of TYG, TGO and the other private investment company managed by the Adviser since 2007, of TYY and TTO since 2005; Secretary of each of TYG, TYY and TTO from their inception to April 2007. CFA designation since 1988.	N/A	None

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NAME AND AGE	POSITION(S) HELD WITH COMPANY, TERM OF OFFICE AND LENGTH OF TIME SERVED	PRINCIPAL OCCUPATION DURING PAST FIVE YEARS	NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR (1)	OTHER BOARD POSITIONS HELD BY DIRECTOR
Interested Directors and Officers(2)
Kenneth P. Malvey (Born 1965)	Senior Vice President since April 2007; Treasurer of TYN since November 2005; Assistant Treasurer from inception to November 2005	Managing Director of the Adviser since 2002; Partner, Fountain Capital Management (2002-present); formerly, Investment Risk Manager and member of the Global Office of Investments, GE Capital’s Employers Reinsurance Corporation (1996-2002); Treasurer of TYG, TYY and TTO since 2005, and of TGO and the other private investment company managed by the Adviser since 2007; Senior Vice President of TYY and TTO since 2005, and of TYG, TGO and the other private investment company since 2007; Assistant Treasurer of TYG and TYY from their inception to November 2005; Chief Executive Officer of the other private investment company since December 2008. 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

____________

(1)

This number includes TYN, TGO, Tortoise Energy Infrastructure Corporation (“TYG”), Tortoise Energy Capital Corporation (“TYY”), Tortoise Capital Resources Corporation (“TTO”) and the other private investment company managed by the Adviser. The Adviser also serves as the investment adviser to TGO, TYG, TYY, TTO and the other private investment company.

(2)	As a result of their respective positions held with the Adviser or its affiliates, these individuals are considered “interested persons” of TYN within the meaning of the 1940 Act.

TYN has an audit committee consisting of three directors (the “Audit Committee”) who are not “interested persons” of TYN within the meaning of the 1940 Act (“Independent Directors”). The Audit Committee members are Conrad S. Ciccotello (Chairman), John R. Graham and Charles E. Heath. The Audit Committee’s function is to oversee the Company’s accounting policies, financial reporting and internal control system. The Audit Committee makes recommendations regarding the selection of TYN's independent registered public accounting firm, reviews the independence of such firm, reviews the scope of the audit and internal controls, considers and reports to the Board on matters relating to the Company’s accounting and financial reporting practices, and performs such other tasks as the full Board deems necessary or appropriate.

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TYN has a nominating and governance committee that consists exclusively of three Independent Directors (the “Nominating Committee”). The Nominating Committee members are Conrad S. Ciccotello, John R. Graham (Chairman) and Charles E. Heath. The Nominating Committee’s function is to nominate and evaluate Independent Director candidates, review the compensation arrangements for each of the directors, review corporate governance issues and developments, and to develop and recommend to the Board corporate governance guidelines and procedures, to the extent appropriate. The Nominating Committee will consider nominees recommended by shareholders so long as such recommendations are made in accordance with TYN’s Bylaws.

TYN has a compliance committee that consists exclusively of three Independent Directors (the “Compliance Committee”). The Compliance Committee’s function is to review and assess management’s compliance with applicable securities laws, rules and regulations, monitor compliance with TYN's Code of Ethics, and handle other matters as the Board or committee chair deems appropriate. The Compliance Committee members are Conrad S. Ciccotello, John R. Graham and Charles E. Heath (Chairman).

TYN also has an executive committee consisting of Kevin Birzer and Terry Matlack that has authority to exercise the powers of the Board (i) where assembling the full Board in a timely manner is impracticable, (ii) to address emergency matters, or (iii) to address matters of an administrative or ministerial nature. Messrs. Birzer and Matlack are “interested persons” within the meaning of the 1940 Act.

The following table shows the number of Board and committee meetings held during the fiscal year ended November 30, 2008 for TYN and TGO:

	TYN	TGO
Board of Directors	11	8
Executive Committee	0	0
Audit Committee	2	2
Nominating and Governance Committee	1	1
Compliance Committee	1	1

Directors and officers who are interested persons of TYN, TGO or the administrator will receive no salary or fees from TYN or TGO. For the current fiscal year, each Independent Director receives from TYN an annual retainer of $6,000 (plus an additional $2,000 for the Chairman of the Audit Committee and an additional $1,000 for each other committee Chairman) and a fee of $2,000 (and reimbursement for related expenses) for each meeting of the Board or Audit Committee attended in person (or $1,000 for each Board or Audit Committee meeting attended telephonically, or for each Audit Committee meeting attended in person that is held on the same day as a Board meeting), and an additional $1,000 for each other committee meeting attended in person or telephonically. For the current fiscal year, each Independent Director receives from TGO an annual retainer of $3,000 (plus an additional $2,000 for the Chairman of the Audit Committee and an additional $1,000 for each other committee Chairman) and a fee of $2,000 (and reimbursement for related expenses) for each meeting of the Board or Audit Committee attended in person (or $1,000 for each Board or Audit Committee meeting attended telephonically, or for each Audit Committee meeting attended in person that is held on the same day as a Board meeting), and an additional $1,000 for each other committee meeting attended in person or telephonically. No director or officer is entitled to receive pension or retirement benefits from TYN or TGO.

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The table below sets forth the compensation paid to the directors by TYN and TGO for the fiscal year ended November 30, 2008.

Name of Person, Position	Aggregate Compensation from Company (1)		Pension or Retirement Benefits Accrued as Part of Company Expenses	Estimated Annual Benefits Upon Retirement	Total Compensation from Company and Fund Complex Paid to Directors (2)
	TYN	TGO
Independent Persons
Conrad S. Ciccotello	$27,667	$20,000	$0	$0	$182,000
John R. Graham	$26,667	$19,000	$0	$0	$171,000
Charles E. Heath	$26,667	$19,000	$0	$0	$171,000

(1)	No amounts have been deferred for any of the persons listed in the table.

(2)	Fund Complex includes the six companies - TYN, TGO, TYG, TYY, TTO and a private investment company managed by the Adviser.

The following table sets forth the dollar range of equity securities beneficially owned by each director of TYN and of TGO as of December 31, 2008.

Director	Aggregate Dollar Range of Holdings in the Company (1)			Aggregate Dollar Range of Holdings in Funds Overseen by Director in Fund Complex (2)

Interested Directors		TYN	TGO
H. Kevin Birzer		$50,001 - $100,000	$10,001 - $50,000	Over $100,000
Terry C. Matlack		Over $100,000	$10,001 - $50,000	Over $100,000

Independent Directors
Conrad S. Ciccotello		$10,001 - $50,000	$1 - $10,000	Over $100,000
John R. Graham		$10,001 - $50,000	$1 - $10,000	Over $100,000
Charles E. Heath		$10,001 - $50,000	$1 - $10,000	Over $100,000

(1)

Based on the closing price of TYN’s common shares on the New York Stock Exchange on December 31, 2008 and the November 30, 2008 net asset value per share of TGO. As of December 31, 2008, the directors and officers of TYN and TGO, as a group, owned less than 1.0% of any class of such company’s outstanding shares of stock.

(2)

Includes TYN, TGO, TYG, TYY, TTO and the other privately held closed-end management investment company. Amounts based on the closing price of the common shares of TYN, TYG, TYY and TTO on the New York Stock Exchange on December 31, 2008, NAV of TGO at November 30, 2008 and NAV of the other private investment company at December 31, 2008.

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Control Persons

As of February 28, 2009, no person owned of record or, to the knowledge of a Fund, beneficially 5% or more of the outstanding shares of common stock of TYN, except as follows:

	Shareholder	Holdings (shares of common stock)	Percentage Owned(1)
TYN	First Clearing, LLC Riverfront Plaza (West Tower) 901 East Byrd Street Richmond, VA 23219	785,734	17.03%
	RBC Dain Rauscher Inc. 1221 Avenue of the Americas New York, NY 10036	412,652	8.95%
	Charles Schwab & Co., Inc. 101 Montgomery Street San Francisco, CA 94104	397,250	8.61%
	National Financial Services LLC 200 Liberty Street New York, NY 10281	326,084	7.07%
	Merrill Lynch Safekeeping 4 Corporate Place Piscataway, NJ 08854	321,100	6.96%
	Pershing LLC One Pershing Plaza Jersey City, NJ 07399	277,488	6.02%
	Stifel, Nicolaus & Company Inc. 501 North Broadway St. Louis, MO 63102	271,946	5.90%

(1) Based on 4,612,640 common shares outstanding.

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As of February 28, 2009, no person owned of record or, to the knowledge of a Fund, beneficially 5% or more of the outstanding shares of common stock of TGO, except as follows:

	Shareholder	Holdings (shares of common stock)	Percentage Owned(1)
TGO	Stifel, Nicolaus & Company 501 North Broadway St. Louis, MO 63102	2,703,488	48.71%
	Wachovia Capital Markets, LLC 301 South College Street Charlotte, NC 28288	1,718,638	30.96%
	Oppenheimer & Co. Inc. 125 Broad Street New York, NY 10004	432,422	7.79%
	Ferris, Baker Watts, Incorporated 100 Light Street Baltimore, MD 21230	393,729	7.09%
	Kenmont Investments Management, L.P. 711 LA Street, Suite 1750 Houston, TX 77002	335,000	6.0%
	S.A.C. Domestic Investments, L.P. 777 Longridge Road, Building A Stamford, CT 06902	333,333	6.0%

(1) Based on 5,550,571 common shares outstanding.

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Indemnification of Directors and Officers

Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty which is established by a final judgment as being material to the cause of action. TYN's Charter (the “Charter”) contains such a provision which eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland law and the 1940 Act.

TYN’s Charter authorizes its, to the maximum extent permitted by Maryland law and the 1940 Act, to obligate itself to indemnify any present or former director or officer or any individual who, while a director or officer of TYN and at its request, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee, from and against any claim or liability to which that person may become subject or which that person may incur by reason of his or her status as a present or former director or officer of TYN or as a present or former director, officer, partner or trustee of another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise, and to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding. TYN’s Bylaws obligate it, to the maximum extent permitted by Maryland law to indemnify any present or former director or officer or any individual who, while a director of TYN and at its request, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee and who is made, or threatened to be made, a party to the proceeding by reason of his or her service in that capacity from and against any claim or liability to which that person may become subject or which that person may incur by reason of his or her status as a present or former director or officer of TYN and to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding. TYN’s obligations to indemnify any director, officer or other individual, however, is limited by the 1940 Act which prohibits TYN from indemnifying any director, officer or other individual from any liability resulting from the willful misconduct, bad faith, gross negligence in the performance of duties or reckless disregard of applicable obligations and duties of the directors, officers or other individuals. To the maximum extent permitted by Maryland law and the 1940 Act, TYN’s Charter and Bylaws also permit TYN to indemnify and advance expenses to any person who served a predecessor of TYN in any of the capacities described above and any employee or agent of TYN's or a predecessor of TYN.

Maryland law requires a corporation (unless its charter provides otherwise, which TYN's Charter does not) to indemnify a director or officer who has been successful in the defense of any proceeding to which he is made, or threatened to be made, a party by reason of his service in that capacity. Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made, or threatened to be made, a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith, or (2) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

However, under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. In addition, Maryland law permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of (a) a written affirmation by the director or officer of his good faith belief that he has met the standard of conduct necessary for indemnification by the corporation, and (b) a written undertaking by him or on his behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.

Investment Adviser

Tortoise Capital Advisors, L.L.C. serves as TYN investment adviser. TYN Adviser specializes in managing portfolios of investments in MLPs and other energy companies. TYN Adviser was formed by Fountain Capital and KCEP in October 2002 to provide portfolio management services exclusively with respect to energy investments. FCM Tortoise, L.L.C. (“FCM”) and KCEP control the Adviser through their equity ownership and management rights in the Adviser. FCM and KCEP have no operations and serve as holding companies. TYN Adviser is located at 11550 Ash Street, Suite 300, Leawood, Kansas 66211. As of January 31, 2009, the Adviser had approximately $1.7 billion in assets under management in the energy sector.

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Pursuant to an investment advisory agreement (the “Advisory Agreement”), the Adviser, subject to overall supervision by the Board, manages TYN's investments. The Adviser regularly provides TYN with investment research advice and supervision and will furnish continuously an investment program for TYN, consistent with its investment objective and policies.

The investment management of TYN’s portfolio is the responsibility of a team of portfolio managers consisting of David J. Schulte, H. Kevin Birzer, Zachary A. Hamel, Kenneth P. Malvey, and Terry C. Matlack, all of whom are Managers of the Adviser and members of its investment committee and share responsibility for such investment management. It is the policy of the investment committee, that any one member can require the Adviser to sell a security and any one member can veto the committee’s decision to invest in a security. All members of the Adviser’s investment committee are full-time employees of the Adviser.

The following table provides information about the number of and total assets in other accounts managed on a day-to-day basis by each of the portfolio managers as of November 30, 2008, excluding TYN.

Name of Manager	Number of Accounts		Total Assets of Accounts		Number of Accounts Paying a Performance Fee		Total Assets of Accounts Paying a Performance Fee
H. Kevin Birzer
Registered investment companies		4	$	1,106,992,297		0		-
Other pooled investment vehicles		4	$	158,054,961		1	$	106,802,516
Other accounts		210	$	1,388,290,551		0		-
Zachary A. Hamel
Registered investment companies		4	$	1,106,992,297		0		-
Other pooled investment vehicles		4	$	158,054,961		1	$	106,802,516
Other accounts		210	$	1,388,290,551		0		-
Kenneth P. Malvey
Registered investment companies		4	$	1,106,992,297		0		-
Other pooled investment vehicles		4	$	158,054,961		1	$	106,802,516
Other accounts		210	$	1,388,290,551		0		-
Terry C. Matlack
Registered investment companies		4	$	1,106,992,297		0		-
Other pooled investment vehicles		1	$	106,802,516		1	$	106,802,516
Other accounts		197	$	228,230,735		0		-
David J. Schulte
Registered investment companies		4	$	1,106,992,297		0		-
Other pooled investment vehicles		1	$	106,802,516		1	$	106,802,516
Other accounts		197	$	228,230,735		0		-

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The following table provides information about the number of and total assets in other accounts managed on a day-to-day basis by each of the portfolio managers as of November 30, 2008, excluding TGO.

Name of Manager	Number of Accounts		Total Assets of Accounts		Number of Accounts Paying a Performance Fee		Total Assets of Accounts Paying a Performance Fee
H. Kevin Birzer
Registered investment companies		4	$	1,145,436,068		0		-
Other pooled investment vehicles		4	$	158,054,961		1	$	106,802,516
Other accounts		210	$	1,388,290,551		0		-
Zachary A. Hamel
Registered investment companies		4	$	1,145,436,068		0		-
Other pooled investment vehicles		4	$	158,054,961		1	$	106,802,516
Other accounts		210	$	1,388,290,551		0		-
Kenneth P. Malvey
Registered investment companies		4	$	1,145,436,068		0		-
Other pooled investment vehicles		4	$	158,054,961		1	$	106,802,516
Other accounts		210	$	1,388,290,551		0		-
Terry C. Matlack
Registered investment companies		4	$	1,145,436,068		0		-
Other pooled investment vehicles		1	$	106,802,516		1	$	106,802,516
Other accounts		197	$	228,230,735		0		-
David J. Schulte
Registered investment companies		4	$	1,145,436,068		0		-
Other pooled investment vehicles		1	$	106,802,516		1	$	106,802,516
Other accounts		197	$	228,230,735		0		-

None of Messrs. Schulte, Matlack, Birzer, Hamel or Malvey receive any direct compensation from the Company 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. Each of Messrs. Schulte, Matlack, Birzer, Hamel and Malvey own an equity interest in either KCEP or FCM, the two entities that control the Adviser, and each thus benefits from increases in the net income of the Adviser.

The following table sets forth the dollar range of equity securities of TYN and of TGO beneficially owned by each of the portfolio managers as of November 30, 2008.

Name of Manager	Aggregate Dollar Range of TYN Securities Beneficially Owned by Manager	Aggregate Dollar Range of TGO Securities Beneficially Owned by Manager
H. Kevin Birzer	$10,001 - $50,000	$10,001 -$50,000
Zachary A. Hamel	None	$1 - $10,000
Kenneth P. Malvey	$10,001 - $50,000	$1 - $10,000
Terry C. Matlack	$50,001 - $100,000	$10,001- $50,000
David J. Schulte	$10,001 - $50,000	$10,001- $50,000

(1)	Based on the Closing Price of TYN’s common shares on the New York Stock Exchange on November 28, 2008 and the November 30, 2008 net asset value per share for TGO.

In addition to portfolio management services, the Adviser is obligated to supply TYN’s Board and officers with certain statistical information and reports, to oversee the maintenance of various books and records and to arrange for the preservation of records in accordance with applicable federal law and regulations.

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Investment Advisory Agreement

Tortoise North American Energy Corporation

TYN pays the Adviser quarterly, as compensation for the services rendered by it, a fee equal on an annual basis to 1.0% of TYN’s average monthly Managed Assets. Managed Assets means the total assets of TYN (including any assets attributable to leverage and excluding any net deferred tax asset) minus accrued liabilities other than (1) net deferred tax liabilities or debt entered into for the purpose of leverage and (2) the aggregate liquidation preference of any outstanding preferred shares. Because the fee paid to the Adviser is determined on the basis of TYN’s Managed Assets, the Adviser's interest in determining whether to use leverage may conflict with the interests of TYN. TYN’s average monthly Managed Assets are determined for the purpose of calculating the management fee by taking the average of the monthly determinations of Managed Assets during a given calendar quarter. The fees are payable for each calendar quarter within five days after the end of that quarter. Under a fee waiver agreement, the Adviser has contractually agreed to waive or the investment advisory fee, in an amount equal on an annual basis to 0.1% of TYN’s average monthly managed assets until December 31, 2009.

For TYN’s fiscal year ending November 30, 2006, the Adviser received $1,137,550 as compensation for advisory services, net of $370,212 in reimbursed fees and expenses. For TYN’s fiscal year ending November 30, 2007, the Adviser received $1,455,212 as compensation for advisory services, net of $363,691 in reimbursed fees and expenses. For TYN’s fiscal year ending November 30, 2008, the Adviser received $1,430,052 as compensation for advisory services, net of $261,378 in reimbursed fees and expenses.

TYN’s advisory agreement continues in force from year to year until December 31, provided the continuance of the advisory agreement is approved by a majority of its Board of Directors or by vote of the holders of a majority of its outstanding voting securities. Additionally, TYN’s advisory agreement must be approved annually by vote of a majority of its Independent Directors. TYN’s advisory agreement may be terminated by the Adviser or by TYN, without penalty, on sixty (60) days' written notice to the other party. TYN’s advisory agreement will terminate automatically in the event of its assignment.

Tortoise Gas and Oil Corporation

For the services, payments and facilities to be furnished by the Adviser, TGO pays the Adviser an annual management fee in an amount determined by reference to the average monthly value of its “Managed Assets,” “Non-Exchange Tradable Investments,” “Other Investments” and “Total Investments.”

“Managed Assets” means TGO’s total assets (including any assets attributable to any leverage that may be outstanding) minus the sum of accrued liabilities (other than deferred taxes, Deferred Management Fees, debt representing financial leverage and the aggregate liquidation preference of any outstanding preferred shares). Accrued liabilities are expenses incurred in the normal course of TYN's operations.

“Non-Exchange Tradable Investments” are those investment securities, during any portion of the entire calendar quarter: (a) that are not listed on an established stock exchange or an electronic equities securities market; (b) as to which TGO is subject to a contractual constraint on its ability to resell such security on an established stock exchange or an electronic equities securities market; or (c) that are “restricted securities” (as such term is defined in Rule 144 promulgated under the Securities Act) and none of such securities contemporaneously acquired may be sold under Rule 144(d) and for which TGO does not then have a currently exercisable contractual right to demand registration under the Securities Act for a possible resale.

“Other Investments” means all TGO’s investments, including temporary or defensive investments, that do not fall within the Non-Exchange Tradable Investments definition.

“Total Investments” means the sum of Non-Exchange Tradable Investments and Other Investments.

“Deferred Management Fee” means any amount determined as payable to the Adviser during any calendar quarter, but not actually paid, and that will be an accrued liability of TGO.

The management fee owed to the Adviser following each calendar quarter is the sum of the “Non-Exchange Tradable Fee” and the “Other Investments Fee,” determined as follows. The Non-Exchange Tradable Fee is determined by multiplying the Managed Assets by the following two amounts: (i) a fraction, the numerator of which is the value of all Non-Exchange Tradable Investments and the denominator of which is Total Investments; and (ii) 0.50% (to provide an annualized management fee of 2%, and which annualized management fee is referred to below as the “Standard Non-Exchange Tradable Fee”). The Other Investments Fee is determined by

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multiplying the Managed Assets by the following two amounts: (i) a fraction, the numerator of which is the value of all Other Investments and the denominator of which is Total Investments; and (ii) 0.25% (to provide an annualized management fee of 1%).

The management fee is calculated and accrued daily and paid quarterly within five (5) days of the end of each calendar quarter. However, the cash amount paid to the Adviser in any calendar quarter will never exceed 0.375% of Managed Assets (1.5% on an annualized basis) for that quarter. Deferred management fees are an accrued liability of TGO that are payable to the Adviser as a part of the next payment of the management fee for which the limitations just described would permit all or a portion of the deferred payment.

Although the annualized Standard Non-Exchange Tradable Fee is 2%, the cash amounts paid to the Adviser for each of the first eight calendar quarter payments following TGO’s commencement of operations (July 19, 2007) are calculated as though the Standard Non-Exchange Tradable Fee is 0.25% (to provide an annualized cash management fee of 1%). Any difference between the two management fee calculations is deferred and will be paid to the Adviser beginning with the ninth calendar quarter payment and continuing thereafter until the total amount deferred has been paid to the Adviser, subject to the limitation set forth in the prior paragraph.

If the investment advisory agreement is terminated during any month, the management fee for that month will be reduced proportionately on the basis of the number of calendar days during which the agreement is in effect and the management fee will be computed based on the average Managed Assets for the business days the agreement is in effect for that month. In addition, at termination of the agreement TGO will pay the Adviser all previously accrued but unpaid management fees, without regard to any limitations on payment described above. As such, any previously accrued and deferred management shall be paid to the Advisor upon consummation of the Reorganization. As of February 28, 2009, TGO had accrued and the Adviser had deferred approximately $375,500 of such fees.

For TGO’s initial fiscal year beginning on July 19, 2007 and ending November 30, 2007, the Adviser received $295,533 as compensation for advisory services and deferred $36,979 in Deferred Management Fees. For TGO's fiscal year ending November 30, 2008, the Adviser received $829,160 as compensation for advisory services and deferred $319,849 in Deferred Management Fees.

TGO’s investment advisory agreement will continue in force from year to year until December 31, provided the continuance of the investment advisory agreement is approved by a majority of TGO’s Board of Directors or by vote of the holders of a majority of the outstanding voting securities of TGO. Additionally, the investment advisory agreement must be approved annually by vote of a majority of TGO’s independent directors. TGO’s investment advisory agreement may be terminated by the Adviser or TGO, without penalty, on sixty (60) days' written notice to the other party. TGO’s investment advisory agreement will terminate automatically in the event of its assignment.

General

Because the management fees paid to the Adviser are based upon a percentage of TYN's Managed Assets, fees paid to the Adviser are higher when TYN is leveraged; thus, the Adviser will have an incentive to leverage TYN. The Adviser intends to leverage TYN only when it believes it will serve the best interests of its stockholders. TYN's average monthly Managed Assets are determined for the purpose of calculating the management fee by taking the average of the monthly determinations of Managed Assets during a given calendar quarter. The fees are payable for each calendar quarter within five (5) days of the end of that quarter.

The Advisory agreement provides that TYN will pay all expenses other than those expressly stated to be payable by the Adviser, which expenses payable by TYN shall include, without implied limitation: (1) expenses of maintaining and continuing TYN existence and related overhead, including, to the extent services are provided by personnel of the Adviser or its affiliates, office space and facilities and personnel compensation, training and benefits, (2) TYN’s registration under the 1940 Act, (3) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments including placement and similar fees in connection with direct placements entered into on behalf of TYN, (4) auditing, accounting and legal expenses, (5) taxes and interest, (6) governmental fees, (7) expenses of listing TYN's shares with a stock exchange, and expenses of issue, sale, repurchase and redemption (if any) of TYN’s interests, including expenses of conducting tender offers for the purpose of repurchasing common stock, (8) expenses of registering and qualifying TYN and its shares under federal and state securities laws and of preparing and filing registration statements and amendments for such purposes, (9) expenses of communicating with stockholders, including website expenses and the expenses of preparing, printing and mailing press releases, reports and other notices to stockholders and of meetings of stockholders and proxy solicitations therefor, (10) expenses of reports to governmental officers and commissions, (11) insurance expenses, (12) association membership dues, (13) fees, expenses and disbursements of custodians and subcustodians for all services to TYN (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of NAVs), (14) fees, expenses and disbursements of transfer agents, dividend and interest paying agents,

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stockholder servicing agents and registrars for all services to TYN, (15) compensation and expenses of TYN’s directors who are not members of the Adviser’s organization, (16) pricing and valuation services employed by TYN, (17) all expenses incurred in connection with leveraging of TYN’s assets through a line of credit or other indebtedness or issuing and maintaining notes or preferred stock, (18) all expenses incurred in connection with offerings of TYN ‘s common and preferred stock and debt securities, and (19) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and TYN’s obligation to indemnify its directors, officers and stockholders with respect thereto.

The Advisory Agreement provides that the Adviser will not be liable in any way for any default, failure or defect in any of the securities comprising portfolio if it has satisfied the duties and the standard of care, diligence and skill set forth in the Advisory Agreement. However, the Adviser shall be liable to TYN for any loss, damage, claim, cost, charge, expense or liability resulting from the Adviser’s willful misconduct, bad faith or gross negligence or disregard by the Adviser of the Adviser’s duties or standard of care, diligence and skill set forth in the Advisory Agreement or a material breach or default of the Adviser’s obligations under the Advisory Agreement.

Code of Ethics

TYN and the Adviser have each adopted a Code of Ethics under Rule 17j-1 of the 1940 Act, which is applicable to officers, directors and designated employees of TYN and the Adviser (collectively, the “Codes”). Subject to certain limitations, the Codes permit those officers, directors and designated employees of TYN and the Adviser (“Covered Persons”) to invest in securities, including securities that may be purchased or held by TYN. The Codes contain provisions and requirements designed to identify and address certain conflicts of interest between personal investment activities of Covered Persons and the interests of investment advisory clients such as TYN’s. Among other things, the Codes prohibit certain types of transactions absent prior approval, imposes time periods during which personal transactions may not be made in certain securities, and requires submission of duplicate broker confirmations and statements and quarterly reporting of securities transactions. Exceptions to these and other provisions of the Codes may be granted in particular circumstances after review by appropriate personnel.

TYN’s Code of Ethics can be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling the SEC at (202) 942-8090. TYN’s code of ethics is also available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov, and, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the SEC’s Public Reference Section, Washington, D.C. 20549-0102.

TYN’s Code of Ethics is also available on the Adviser’s website at www.tortoiseadvisors.com.

PORTFOLIO TRANSACTIONS

The disclosure in this section generally applies to TYN and TGO.

Execution of Portfolio Transactions

The Adviser is responsible for decisions to buy and sell securities for TYN, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution. In selecting a broker-dealer to execute each particular transaction, the Adviser will take the following into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the value of the expected contribution of the broker-dealer to TYN’s investment performance on a continuing basis. Accordingly, the price to TYN in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the execution services offered.

The ability to invest in direct placements of MLP securities is critical to TYN’s ability to meet its investment objective because of the limited number of MLP securities available for investment and, in some cases, the relatively small trading volumes of certain securities. Accordingly, TYN may, from time to time, enter into arrangements with placement agents in connection with direct placement transactions.

In evaluating placement agent proposals, TYN will consider each broker’s access to issuers of MLP securities and experience in the MLP market, particularly the direct placement market. In addition to these factors, TYN will consider whether the proposed services are customary, whether the proposed fee schedules are within the range of customary rates, whether any proposal would obligate TYN to enter into transactions involving a minimum fee, dollar amount or volume of securities, or into any transaction whatsoever, and other terms such as indemnification provisions.

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Subject to such policies as the Board may from time to time determine, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty solely by reason of its having caused TYN to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting an investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to TYN and to other clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser is further authorized to allocate the orders placed by it on behalf of TYN to such brokers and dealers who also provide research or statistical material or other services to TYN, the Adviser or to any sub-adviser. Such allocation shall be in such amounts and proportions as the Adviser shall determine and the Adviser will report on said allocations regularly to the Board indicating the brokers to whom such allocations have been made and the basis therefor. For the fiscal years ended November 30 , 2006, November 30, 2007 and November 30, 2008, TYN paid aggregate brokerage commissions of $209,439, $166,704 and $177,805, respectively. No direct placement fees were paid in fiscal 2006, 2007 or 2008. For the fiscal years ended November 30, 2007 and November 30, 2008, TGO paid aggregate brokerage commissions of $25,464 and $40,823. No direct placement fees were paid by TGO in fiscal 2007 or 2008.

Portfolio Turnover

TYN’s annual portfolio turnover rate may vary greatly from year to year. Although TYN cannot accurately predict its annual portfolio turnover rate, it is not expected to exceed 30% under normal circumstances. For its fiscal years ended November 30, 2006, November 30, 2007, and November 30, 2008, TYN’s portfolio turnover rates were 12.01%, 16.06% and 36.69%, respectively. For TGO’s fiscal years ended November 30, 2007 and November 30, 2008, its portfolio turnover rates were 0% and 28.19%. However, portfolio turnover rate is not considered a limiting factor in the execution of TYN’s investment decisions. A higher turnover rate results in correspondingly greater brokerage commissions and other transactional expenses that are borne by TYN. High portfolio turnover also may result in TYN’s recognition of gains that will increase its current and accumulated earnings and profits resulting in a greater portion of its distributions being treated as taxable dividends for federal income tax purposes. See “Certain Federal Income Tax Matters.”

NET ASSET VALUE

TYN generally computes the net asset value for its shares of common stock as of the close of trading on the NYSE (normally 4:00 p.m. Eastern time) no less frequently than the last business day of each calendar month and at such other times as the Board may determine. Due to recent market volatility, TYN currently make its net asset value available for publication weekly. TYN’s investment transactions are generally recorded on a trade date plus one day basis, other than for quarterly and annual reporting purposes. For purposes of determining the net asset value of a share of common stock, TYN’s net asset value will equal the fair value of its total assets (the value of the securities held, plus any cash or other assets, including interest, dividends or distributions accrued but not yet received and the value of any net deferred tax assets computed in accordance with GAAP) minus (1) all of its liabilities (including accrued expenses and any net deferred tax liabilities), (2) accrued and unpaid interest payments on any outstanding indebtedness, (3) the aggregate principal amount of any outstanding indebtedness, and (4) any distributions payable on its common stock. The net asset value per share of TYN’s common stock will equal its net asset value divided by the number of outstanding shares of common stock.

TYN determines fair value of their assets and liabilities in accordance with valuation procedures adopted by each Fund’s Board of Directors. If the Funds cannot obtain a market value or the Adviser determines that the value of a security as so obtained does not represent a fair value as of the measurement date (due to a significant development subsequent to the time its price is determined or otherwise), fair value for the security shall be determined pursuant to the methodologies established by each Fund’s Board of Directors.:

The fair value for equity securities and equity-related securities is determined by using readily available market quotations from the principal market. For equity and equity-related securities that are freely tradable and listed on a securities exchange or over the counter market, fair value is determined using the last sale price on that exchange or over-the-counter market on the measurement date. If the security is listed on more than one exchange, the Funds use the price of the exchange that it considers to be the principal exchange on which the security is traded. If a security is traded on the measurement date, then the last reported sale price on the exchange or over-the-counter ("OTC") market on which the security is principally traded, up to the time of valuation, is used. If there were no reported sales on the security's principal exchange or OTC market on the measurement date, then the average between the last bid price and last asked price, as reported by the pricing service, shall be used. The Funds will obtain direct written broker-dealer quotations if a security is not traded on an exchange or quotations are not available from an approved pricing service.

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traded common shares or securities that may be sold pursuant to Rule 144, shall generally be valued based on the fair value of the freely tradable common share counterpart less an applicable discount. Generally, the discount will initially be equal to the discount at which the Fund 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 determined for the discount.

Fixed income securities (other than the short-term securities as described below) are valued by (i) using readily available market quotations based upon the last updated sale price or a market value from an approved pricing service generated by a pricing matrix based upon yield data for securities with similar characteristics or (ii) by obtaining a direct written broker-dealer quotation from a dealer who has made a market in the security.

Short-term securities, including bonds, notes, debentures and other debt securities, and money market instruments such as certificates of deposit, commercial paper, bankers’ acceptances and obligations of domestic and foreign banks, with remaining maturities of 60 days or less, for which reliable market quotations are readily available are valued on an amortized cost basis at current market quotations as provided by an independent pricing service or principal market maker.

Restricted securities may be subject to statutory and contractual restrictions on their public resale, which may make it more difficult to obtain a fair value and may limit a Fund's ability to dispose of them. Investments in restricted securities and other securities for which market quotations are not readily available are fair valued in good faith each in accordance with methodologies established by each Fund’s Board of Directors.

TYN will invest in illiquid securities including securities of privately-held companies. These investments generally are subject to restrictions on resale, have no established trading market and are typically fair valued on a quarterly basis. Because of the inherent uncertainty of valuation, the fair values of such investments, which are determined in accordance with procedures approved by TGO’s Board of Directors, may differ materially from the values that would have been used had a ready market existed for the investments. TYN’s Board of Directors may consider other methods of valuing investments as appropriate and in conformity with GAAP.

For private company investments, value is often realized through a liquidity event of the entire company. Therefore, the value of the company as a whole (enterprise value) at the measurement date often provides the best evidence of the value of the investment and is the initial step for valuing the company’s privately issued securities. For any one company, enterprise value may best be expressed as a range of fair values, from which a single estimate of fair value will be derived. In determining the enterprise value of a portfolio company, the Funds prepare an analysis consisting of traditional valuation methodologies including market and income approaches. The Funds consider some or all of the traditional valuation methods based on the individual circumstances of the portfolio company in order to derive estimates of enterprise value.

The fair value of investments in private portfolio companies is determined based on various factors, including enterprise value, observable market transactions, such as recent offers to purchase a company, recent transactions involving the purchase or sale of the equity securities of the company, or other liquidation events. The determined equity values will generally be discounted when the Fund has a minority position, is subject to restrictions on resale, has specific concerns about the receptivity of the capital markets to a specific company at a certain time, or other comparable factors exist.

TYN’s Board of Directors will undertake a multi-step valuation process at least quarterly in connection with determining the fair value of private company investments.

The valuation process begins with each investment being initially valued by the Valuation Officer of the Adviser. As part of this process, materials are prepared containing the supporting analysis, which are reviewed by the investment professionals of the Adviser;

The Investment Committee of the Adviser reviews the preliminary valuations, and the Valuation Officer of the Adviser considers and assesses, as appropriate, any changes that may be required to the preliminary valuations to address any comments provided by the Investment Committee of the Adviser;

An independent valuation firm engaged by TYN's Board of Directors to provide third-party valuation consulting services performs certain limited procedures that the Board of Directors has identified and asked it to perform on a selection of these valuations as determined by the Board of Directors; and

The TYN Board of Directors assesses the valuations and ultimately determines the fair value of each investment in its portfolio in good faith.

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In computing net asset value, TYN will review the valuation of the obligation for income taxes separately for current taxes and deferred taxes due to the differing impact of each on (i) the anticipated timing of required tax payments and (ii) the impact of each on the treatment of distributions by TYN to its stockholders.

The allocation between current and deferred income taxes is determined based upon the value of assets reported for book purposes compared to the respective net tax bases of assets for federal income tax purposes. It is anticipated that cash distributions from MLPs in which TYN invests will not equal the amount of taxable income allocable to TYN primarily as a result of depreciation and amortization deductions recorded by MLPs. This may result, in effect, in a portion of the cash distribution received by TYN not being treated as income for federal income tax purposes. The relative portion of such distributions not treated as income for tax purposes will vary among MLPs, and also will vary year by year for each MLP, but in each case will reduce TYN’s remaining tax basis, if any, in the particular MLP. The Adviser will be able to directly confirm the portion of each distribution recognized as taxable income when it receives annual tax reporting information from each MLP.

CERTAIN FEDERAL INCOME TAX MATTERS

The following is a summary of certain material U.S. federal income tax considerations relating to TYN and its investments in MLPs and to the purchase, ownership and disposition of its securities. The discussion generally applies only to holders of securities that are U.S. holders. You will be a U.S. holder if you are an individual who is a citizen or resident of the United States, a U.S. domestic corporation, or any other person that is subject to U.S. federal income tax on a net income basis in respect of an investment in TYN’s securities. This summary deals only with U.S. holders that hold TYN securities as capital assets and who purchase the securities in connection with the offering(s) herein. It does not address considerations that may be relevant to you if you are an investor that is subject to special tax rules, such as a financial institution, insurance company, regulated investment company, real estate investment trust, investor in pass-through entities, U.S. holder of securities whose “functional currency” is not the United States dollar, tax-exempt organization, dealer in securities or currencies, trader in securities or commodities that elects mark to market treatment, a person who holds the securities in a qualified tax deferred account such as an IRA, or a person who will hold the securities as a position in a “straddle,” “hedge” or as part of a “constructive sale” for federal income tax purposes. In addition, this discussion does not address the possible application of the U.S. federal alternative minimum tax.

This summary is based on the provisions of the Internal Revenue Code of 1986, as amended (“the Internal Revenue Code”), the applicable Treasury regulations promulgated thereunder, judicial authority and current administrative rulings, as in effect on the date of this Statement of Additional Information, all of which may change. Any change could apply retroactively and could affect the continued validity of this summary.

As stated above, this discussion does not discuss all aspects of U.S. federal income taxation that may be relevant to a particular holder of TYN securities in light of such holder’s particular circumstances and income tax situation. Prospective holders should consult their own tax advisors as to the specific tax consequences to them of the purchase, ownership and disposition of the securities, including the application and the effect of state, local, foreign and other tax laws and the possible effects of changes in U.S. or other tax laws.

Pursuant to U.S. Treasury Department Circular 230, TYN informing you that (1) this discussion is not intended to be used, was not written to be used, and cannot be used, by any taxpayer for the purpose of avoiding penalties under the U.S. federal tax laws, (2) this discussion was written by TYN in connection with the registration of its securities and its promotion or marketing, and (3) each taxpayer should seek advice based on his, her or its particular circumstances from an independent tax advisor.

Taxation of the Company

TYN is treated as a C corporation for federal and state income tax purposes. TYN computes and pays federal and state income tax on its taxable income. Thus, TYN is subject to federal income tax on its taxable income at tax rates up to 35%. Additionally, in certain instances TYN could be subject to the federal alternative minimum tax of 20% on its alternative minimum taxable income to the extent that the alternative minimum tax exceeds its regular federal income tax.

As indicated above, TYN generally invests its assets primarily in energy companies, including MLPs. MLPs generally are treated as partnerships for federal income tax purposes. Since partnerships are generally not subject to federal income tax, the partnership’s partners must report as their income their proportionate share of the partnership’s income. Thus, as a partner in MLPs, TYN will report its proportionate share of the MLPs’ income in computing its federal taxable income, irrespective of whether any cash or other distributions are made by the MLPs to TYN. TYN will also take into account in computing its taxable income any other items of its income, gain, deduction or loss. TYN anticipate that these may include interest and dividend income earned on its investment in securities, deductions for its operating expenses and gain or loss recognized by it on the sale of MLP interests or any other security.

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As explained below, based upon the historic performance of MLPs, TYN anticipates initially that its proportionate share of the MLPs’ taxable income will be significantly less than the amount of cash distributions TYN receives from the MLPs. In such case, TYN anticipates that it will not incur federal income tax on a significant portion of its cash flow, particularly after taking into account its current operational expenses. If the MLPs’ taxable income is a significantly greater portion of the MLPs’ cash distributions, TYN will incur additional current federal income tax liability, possibly in excess of the cash distributions TYN receives.

TYN anticipates that each year it will turn over a certain portion of its investment assets. TYN will recognize gain or loss on the disposition of all or a portion of its interests in MLPs in an amount equal to the difference between the sales price and its basis in the MLP interests sold. To the extent TYN receive MLP cash distributions in excess of the taxable income reportable by it with respect to such MLP interest, TYN’s basis in the MLP interest will be reduced and its gain on the sale of the MLP interest likewise will be increased.

TYN is not treated as a regulated investment company under the federal income tax laws. The Internal Revenue Code generally provides that a regulated investment company does not pay an entity level income tax, provided that it distributes all or substantially all of its net income. TYN’s assets do not, and are not expected to, meet current tests for qualification as a regulated investment company for federal income tax purposes. The regulated investment company taxation rules have no application to TYN or its stockholders. Although changes to the federal tax laws permit regulated investment companies to invest up to 25% of the value of their total assets in securities of certain MLPs, such changes still would not allow TYN to pursue its objectives. Accordingly, TYN does not intend to change its tax status as a result of such legislation.

Federal Income Taxation of MLPs

MLPs are similar to corporations in many respects, but differ in others, especially in the way they are taxed for federal income tax purposes. A corporation is a distinct legal entity, separate from its stockholders and employees and is treated as a separate entity for federal income tax purposes as well. Like individual taxpayers, a corporation must pay a federal income tax on its income. To the extent the corporation distributes its income to its stockholders in the form of dividends, the stockholders must pay federal income tax on the dividends they receive. For this reason, it is said that corporate income is double-taxed, or taxed at two levels.

An MLP that satisfies the Qualifying Income rules described below, and does not elect otherwise, is treated for federal income tax purposes as a pass-through entity. No federal income tax is paid at the partnership level. A partnership’s income is considered earned by all the partners; it is allocated among all the partners in proportion to their interests in the partnership (generally as provided in the partnership agreement), and each partner pays tax on his, her or its share of the partnership’s income. All the other items that go into determining taxable income and tax owed are passed through to the partners as well — capital gains and losses, deductions, credits, etc. Partnership income is thus said to be single-taxed or taxed only at one level — that of the partner.

The Internal Revenue Code generally requires “publicly traded partnerships” to be treated as corporations for federal income tax purposes. However, if the publicly traded partnership satisfies certain requirements and does not elect otherwise, the publicly traded partnership will be taxed as a partnership for federal income tax purposes, referred to herein as an MLP. Under these requirements, an MLP must derive each taxable year at least 90% of its gross income from Qualifying Income.

Qualifying Income for MLPs includes interest, dividends, real estate rents, gain from the sale or disposition of real property, certain income and gain from commodities or commodity futures, and income and gain from certain mineral or natural resources activities. Mineral or natural resources activities that generate Qualifying Income include income and gains from the exploration, development, mining or production, processing, refining, transportation (including pipelines transporting gas, oil or products thereof), or the marketing of any mineral or natural resource (including fertilizer, geothermal energy, and timber). This means that most MLPs today are in energy, timber, or real estate related businesses.

Because the MLP itself does not pay federal income tax, its income or loss is allocated to its investors, irrespective of whether the investors receive any cash or other payment from the MLP. It is important to note that an MLP investor is taxed on his share of partnership income whether or not he actually receives any cash or other property from the partnership. The tax is based not on money or other property he actually receives, but his proportionate share of what the partnership earns. However, most MLPs make it a policy to make quarterly distributions to their partners that will comfortably exceed any income tax owed. Although they resemble corporate dividends, MLP distributions are treated differently for federal income tax purposes. The MLP distribution is treated as a return of capital to the extent of the investor’s basis in his MLP interest and, to the extent the distribution exceeds the investor’s basis in the MLP interest, as capital gain. The investor’s original basis is generally the price paid for the units. The basis is adjusted downward with each distribution and allocation of deductions (such as depreciation) and losses, and upwards with each allocation of income and gain.

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The partner generally will not be taxed on MLP distributions until (1) he sells his MLP units and pays tax on his gain, which gain is increased due to the basis decrease resulting from prior distributions; or (2) his basis reaches zero. When the units are sold, the difference between the sales price and the investor’s adjusted basis is the gain or loss for federal income tax purposes.

At tax filing season an MLP investor will receive a Schedule K-1 form showing the investor’s share of each item of the partnership’s income, gain, loss, deductions and credits. The investor will use that information to figure the investor’s taxable income (MLPs generally provide their investors with material that walks them through all the steps). If there is net income derived from the MLP, the investor pays federal income tax at his, her or its tax rate. If there is a net loss derived from the MLP, it is generally considered a “passive loss” under the Internal Revenue Code and generally may not be used to offset income from other sources, but must be carried forward.

Because TYN is a corporation, TYN, and not its stockholders, will report the income or loss of the MLPs. Thus, TYN’s stockholders will not have to deal with any Schedules K-1 reporting income and loss items of the MLPs. Stockholders, instead, will receive a Form 1099 from TYN. In addition, due to TYN's broad public ownership, TYN does not expect to be subject to the passive loss limitation rules mentioned in the preceding paragraph.

Common Stock

Federal Income Tax Treatment of Common Stock Distributions. Unlike a holder of a direct interest in MLPs, a stockholder will not include its allocable share of TYN’s income, gains, losses or deductions in computing its own taxable income. Instead, since TYN is of the opinion that, under present law, its shares of common stock will constitute equity, distributions with respect to such shares (other than distributions in redemption of shares subject to Section 302(b) of the Internal Revenue Code) will generally constitute dividends to the extent of TYN’s allocable current or accumulated earnings and profits, as calculated for federal income tax purposes. Generally, a corporation’s earnings and profits are computed based upon taxable income, with certain specified adjustments. As explained above, based upon the historic performance of the MLPs, TYN anticipates that the distributed cash from the MLPs will exceed its share of the MLPs’ income. In addition, earnings and profits are treated generally, for federal income tax purposes, as first being used to pay distributions on preferred stock, and then to the extent remaining, if any, to pay distributions on the common stock. Thus, TYN anticipate that only a portion of the distributions of distributable cash flow (“DCF”) will be treated as dividend income to common stockholders. To the extent that distributions to a stockholder exceed TYN’s current and accumulated earnings and profits, such distributions will be treated as a return of capital and the stockholder’s basis in the shares of stock with respect to which the distributions are made will be reduced and, if a stockholder has no further basis in the shares, the stockholder will report any excess as capital gain if the stockholder holds such shares as a capital asset.

Dividends of current or accumulated earnings and profits generally will be taxable as ordinary income to holders but are expected to be treated as “qualified dividend income” that is generally subject to reduced rates of federal income taxation for noncorporate investors and are also expected to be eligible for the dividends received deduction available to corporate stockholders under Section 243 of the Internal Revenue Code. Under federal income tax law, qualified dividend income received by individual and other noncorporate stockholders is taxed at long-term capital gain rates, which currently reach a maximum of 15%. Qualified dividend income generally includes dividends from domestic corporations and dividends from non-U.S. corporations that meet certain criteria. To be treated as qualified dividend income, the stockholder must hold the shares paying otherwise qualifying dividend income more than 60 days during the 121-day period beginning 60 days before the ex-dividend date (or more than 90 days during the 181-day period beginning 90 days before the ex-dividend date in the case of certain preferred stock dividends). A stockholder’s holding period may be reduced for purposes of this rule if the stockholder engages in certain risk reduction transactions with respect to the common or preferred stock. The provisions of the Internal Revenue Code applicable to qualified dividend income are effective through 2010. Thereafter, higher tax rates will apply unless further legislative action is taken. Because TYN is not treated as a regulated investment company under the Internal Revenue Code, it is not entitled to designate any dividends made with respect to its stock as capital gain distributions.

Corporate holders should be aware that certain limitations apply to the availability of the dividends received deduction, including limitations on the aggregate amount of the deduction that may be claimed and limitations based on the holding period of the shares on which the dividend is paid, which holding period may be reduced if the holder engages in risk reduction transactions with respect to its shares. Corporate holders should consult their own tax advisors regarding the application of these limitations to their particular situation.

If a common stockholder participates in TYN’s Automatic Dividend Reinvestment Plan, such stockholder will be treated as receiving the amount of the distributions made by TYN, which amount generally will be either equal to the amount of cash

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distribution the stockholder would have received if the stockholder had elected to receive cash or, for shares issued by TYN, the fair market value of the shares issued to the stockholder.

Sale of Shares. The sale of shares of common stock by holders will generally be a taxable transaction for federal income tax purposes. Holders of shares who sell such shares will generally recognize gain or loss in an amount equal to the difference between the net proceeds of the sale and their adjusted tax basis in the shares sold. If the shares are held as a capital asset at the time of the sale, the gain or loss will generally be a capital gain or loss. Similarly, a redemption by TYN (including a redemption resulting from its liquidation), if any, of all the shares actually and constructively held by a stockholder generally will give rise to capital gain or loss under Section 302(b) of the Internal Revenue Code, provided that the redemption proceeds do not represent declared but unpaid dividends. Other redemptions may also give rise to capital gain or loss, but certain conditions imposed by Section 302(b) of the Internal Revenue Code must be satisfied to achieve such treatment.

The capital gain or loss recognized on a sale of shares will generally be long-term capital gain or loss if the shares were held for more than one year and will be short-term capital gain or loss if the disposed shares were held for one year or less. Net long-term capital gain recognized by a noncorporate U.S. holder generally will be subject to federal income tax at a lower rate (currently a maximum rate of 15%) than net short-term capital gain or ordinary income (currently a maximum rate of 35%). Under current law, the maximum federal income tax rate on capital gain for noncorporate holders is scheduled to increase to 20% for taxable years after 2010. For corporate holders, capital gain is generally taxed at the same rate as ordinary income, that is, currently at a maximum rate of 35%. A holder’s ability to deduct capital losses may be limited.

Losses on sales or other dispositions of shares may be disallowed under “wash sale” rules in the event of other investments in the Company (including those made pursuant to reinvestment of dividends) or other substantially identical stock or securities within a period of 61 days beginning 30 days before and ending 30 days after a sale or other disposition of shares. In such a case, the disallowed portion of any loss generally would be included in the U.S. federal income tax basis of the shares acquired. Shareholders should consult their own tax advisors regarding their individual circumstances to determine whether any particular transaction in the Company’s shares is properly treated as a sale for U.S. federal income tax purposes and the tax treatment of any gains or losses recognized in such transactions.

Investment by Tax-Exempt Investors and Regulated Investment Companies. Employee benefit plans, other tax-exempt organizations and regulated investment companies may want to invest in TYN's securities. Employee benefit plans and most other organizations exempt from federal income tax, including individual retirement accounts and other retirement plans, are subject to federal income tax on unrelated business taxable income (“UBTI”). Because TYN is a corporation for federal income tax purposes, an owner of shares will not report on its federal income tax return any of its items of income, gain, loss and deduction. Therefore, a tax-exempt investor generally will not have UBTI attributable to its ownership or sale of TYN stock unless its ownership of the stock is debt-financed. In general, stock would be debt-financed if the tax-exempt owner of stock incurs debt to acquire the stock or otherwise incurs or maintains debt that would not have been incurred or maintained if the stock had not been acquired.

For federal income tax purposes, a regulated investment company, or “mutual fund,” may not have more than 25% of the value of its total assets, at the close of any fiscal quarter, invested in the securities of one or more qualified publicly traded partnerships, which will include most MLPs. Shares of TYN’s stock are not securities of a qualified publicly traded partnership and will not be treated as such for purposes of calculating the limitation imposed upon regulated investment companies.

Backup Withholding. TYN may be required to withhold, for U.S. federal income tax purposes, a portion of all distributions (including redemption proceeds) payable to stockholders who fail to provide it with their correct taxpayer identification number, who fail to make required certifications or who have been notified by the Internal Revenue Service (“IRS”) that they are subject to backup withholding (or if TYN has been so notified). Certain corporate and other stockholders specified in the Internal Revenue Code and the regulations thereunder are exempt from backup withholding. Backup withholding is not an additional tax. Any amounts withheld may be credited against the stockholder’s U.S. federal income tax liability provided the appropriate information is furnished to the IRS in a timely manner.

Other Taxation. Foreign stockholders, including stockholders who are nonresident alien individuals, may be subject to U.S. withholding tax on certain distributions at a rate of 30% or such lower rates as may be prescribed by any applicable treaty. TYN’s distributions also may be subject to state and local taxes.

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Debt Securities

Federal Income Tax Treatment of Holders of Debt Securities. Under present law, TYN is of the opinion that its debt securities will constitute indebtedness for federal income tax purposes, which the discussion below assumes. TYN intends to treat all payments made with respect to the debt securities consistent with this characterization.

Taxation of Interest. Payments or accruals of interest on debt securities generally will be taxable to you as ordinary interest income at the time such interest is received (actually or constructively) or accrued, in accordance with your regular method of accounting for federal income tax purposes.

Purchase, Sale and Redemption of Debt Securities. Initially, your tax basis in debt securities acquired generally will be equal to your cost to acquire such debt securities. This basis will increase by the amounts, if any, that you include in income under the rules governing market discount, and will decrease by the amount of any amortized premium on such debt securities, as discussed below. When you sell or exchange any of your debt securities, or if any of your debt securities are redeemed, you generally will recognize gain or loss equal to the difference between the amount you realize on the transaction (less any accrued and unpaid interest, which will be subject to federal income tax as interest in the manner described above) and your tax basis in the debt securities relinquished.

Except as discussed below with respect to market discount, the gain or loss that you recognize on the sale, exchange or redemption of any of your debt securities generally will be capital gain or loss if you hold the debt securities as a capital asset. Such gain or loss will generally be long-term capital gain or loss if the disposed debt securities were held for more than one year and will be short-term capital gain or loss if the disposed debt securities were held for one year or less. Net long-term capital gain recognized by a noncorporate U.S. holder generally will be subject to federal income tax at a lower rate (currently a maximum rate of 15%, although this rate will increase to 20% after 2010) than net short-term capital gain or ordinary income (currently a maximum rate of 35%). For corporate holders, capital gain is generally taxed for federal income tax purposes at the same rate as ordinary income, that is, currently at a maximum rate of 35%. A holder’s ability to deduct capital losses may be limited.

Amortizable Premium. If you purchase debt securities at a cost greater than their stated principal amount, plus accrued interest, you will be considered to have purchased the debt securities at a premium, and you generally may elect to amortize this premium as an offset to interest income, using a constant yield method, over the remaining term of the debt securities. If you make the election to amortize the premium, it generally will apply to all debt instruments that you hold at the beginning of the first taxable year to which the election applies, as well as any debt instruments that you subsequently acquire. In addition, you may not revoke the election without the consent of the IRS. If you elect to amortize the premium, you will be required to reduce your tax basis in the debt securities by the amount of the premium amortized during your holding period. If you do not elect to amortize premium, the amount of premium will be included in your tax basis in the debt securities. Therefore, if you do not elect to amortize the premium and you hold the debt securities to maturity, you generally will be required to treat the premium as a capital loss when the debt securities are redeemed.

Market Discount. If you purchase debt securities at a price that reflects a “market discount,” any principal payments on, or any gain that you realize on the disposition of, the debt securities generally will be treated as ordinary interest income to the extent of the market discount that accrued on the debt securities during the time you held such debt securities. “Market discount” is defined under the Internal Revenue Code as, in general, the excess of the stated redemption price at maturity over the purchase price of the debt security, except that if the market discount is less than 0.25% of the stated redemption price at maturity multiplied by the number of complete years to maturity, the market discount is considered to be zero. In addition, you may be required to defer the deduction of all or a portion of any interest paid on any indebtedness that you incurred or continued to purchase or carry the debt securities that were acquired at a market discount. In general, market discount will be treated as accruing ratably over the term of the debt securities, or, at your election, under a constant yield method.

You may elect to include market discount in gross income currently as it accrues (on either a ratable or constant yield basis), in lieu of treating a portion of any gain realized on a sale of the debt securities as ordinary income. If you elect to include market discount on a current basis, the interest deduction deferral rule described above will not apply and you will increase your basis in the debt security by the amount of market discount you include in gross income. If you do make such an election, it will apply to all market discount debt instruments that you acquire on or after the first day of the first taxable year to which the election applies. This election may not be revoked without the consent of the IRS.

Information Reporting and Backup Withholding. In general, information reporting requirements will apply to payments of principal, interest, and premium, if any, paid on debt securities and to the proceeds of the sale of debt securities paid to U.S. holders other than certain exempt recipients (such as certain corporations). Information reporting generally will apply to payments of interest on the debt securities to non-U.S. Holders (as defined below) and the amount of tax, if any, withheld with respect to such payments.

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Copies of the information returns reporting such interest payments and any withholding may also be made available to the tax authorities in the country in which the non-U.S. Holder resides under the provisions of an applicable income tax treaty. In addition, for non-U.S. Holders, information reporting will apply to the proceeds of the sale of debt securities within the United States or conducted through United States-related financial intermediaries unless the certification requirements described below have been complied with and the statement described below in “Taxation of Non-U.S. Holders” has been received (and the payor does not have actual knowledge or reason to know that the holder is a United States person) or the holder otherwise establishes an exemption.

TYN may be required to withhold, for U.S. federal income tax purposes, a portion of all payments (including redemption proceeds) payable to holders of debt securities who fail to provide TYN with their correct taxpayer identification number, who fail to make required certifications or who have been notified by the IRS that they are subject to backup withholding (or if TYN has been so notified). Certain corporate and other shareholders specified in the Internal Revenue Code and the regulations thereunder are exempt from backup withholding. Backup withholding is not an additional tax. Any amounts withheld may be credited against the holder’s U.S. federal income tax liability provided the appropriate information is furnished to the IRS. If you are a non-U.S. Holder, you may have to comply with certification procedures to establish your non-U.S. status in order to avoid backup withholding tax requirements. The certification procedures required to claim the exemption from withholding tax on interest income described below will satisfy these requirements.

Taxation of Non-U.S. Holders. If you are a non-resident alien individual or a foreign corporation (a “non-U.S. Holder”), the payment of interest on the debt securities generally will be considered “portfolio interest” and thus generally will be exempt from U.S. federal withholding tax. This exemption will apply to you provided that (1) interest paid on the debt securities is not effectively connected with your conduct of a trade or business in the United States, (2) you are not a bank whose receipt of interest on the debt securities is described in Section 881(c)(3)(A) of the Internal Revenue Code, (3) you do not actually or constructively own 10 percent or more of the combined voting power of all classes of TYN's stock entitled to vote, (4) you are not a controlled foreign corporation that is related, directly or indirectly, to TYN through stock ownership, and (5) you satisfy the certification requirements described below.

To satisfy the certification requirements, either (1) the holder of any debt securities must certify, under penalties of perjury, that such holder is a non-U.S. person and must provide such owner’s name, address and taxpayer identification number, if any, on IRS Form W-8BEN, or (2) a securities clearing organization, bank or other financial institution that holds customer securities in the ordinary course of its trade or business and holds the debt securities on behalf of the holder thereof must certify, under penalties of perjury, that it has received a valid and properly executed IRS Form W-8BEN from the beneficial holder and comply with certain other requirements. Special certification rules apply for debt securities held by a foreign partnership and other intermediaries.

Interest on debt securities received by a non-U.S. Holder that is not excluded from U.S. federal withholding tax under the portfolio interest exemption as described above generally will be subject to withholding at a 30% rate, except where (1) the interest is effectively connected with the conduct of a U.S. trade or business, in which case the interest will be subject to U.S. income tax on a net basis as applicable to U.S. holders generally or (2) a non-U.S. Holder can claim the benefits of an applicable income tax treaty to reduce or eliminate such withholding tax. To claim the benefit of an income tax treaty or to claim an exemption from withholding because the interest is effectively connected with a U.S. trade or business, a non-U.S. Holder must timely provide the appropriate, properly executed IRS forms. These forms may be required to be periodically updated. Also, a non-U.S. Holder who is claiming the benefits of an income tax treaty may be required to obtain a U.S. taxpayer identification number and to provide certain documentary evidence issued by foreign governmental authorities to prove residence in the foreign country.

Any capital gain that a non-U.S. Holder realizes on a sale, exchange or other disposition of debt securities generally will be exempt from U.S. federal income tax, including withholding tax. This exemption will not apply to you if your gain is effectively connected with your conduct of a trade or business in the U.S. or you are an individual holder and are present in the U.S. for a period or periods aggregating 183 days or more in the taxable year of the disposition and either your gain is attributable to an office or other fixed place of business that you maintain in the U.S. or you have a tax home in the United States.

PROXY VOTING POLICIES

The disclosure in this section is generally applicable to TYN and TGO. TYN and the Adviser have adopted proxy voting policies and procedures (“Proxy Policy”), which they believe are reasonably designed to ensure that proxies are voted in TYN’s best interests and the best interests of its stockholders. Subject to the oversight of the Board of Directors, the Board has delegated responsibility for implementing the Proxy Policy to the Adviser. Because of the unique nature of MLPs in which TYN primarily invests, the Adviser shall evaluate each proxy on a case-by-case basis. Because proxies of MLPs are expected to relate only to extraordinary measures, TYN does not believe it is prudent to adopt pre-established voting guidelines.

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In the event requests for proxies are received with respect to the voting of equity securities other than MLP equity units, on routine matters, such as election of directors or approval of auditors, the proxies usually will be voted with management unless the Adviser determines it has a conflict or the Adviser determines there are other reasons not to vote with management. On non-routine matters, such as amendments to governing instruments, proposals relating to compensation and stock option and equity compensation plans, corporate governance proposals and stockholder proposals, the Adviser will vote, or abstain from voting if deemed appropriate, on a case by case basis in a manner it believes to be in the best economic interest of TYN’s stockholders. In the event requests for proxies are received with respect to debt securities, the Adviser will vote on a case by case basis in a manner it believes to be in the best economic interest of TYN’s stockholders.

The Chief Executive Officer is responsible for monitoring TYN’s actions and ensuring that: (1) proxies are received and forwarded to the appropriate decision makers; and (2) proxies are voted in a timely manner upon receipt of voting instructions. TYN is not responsible for voting proxies it does not receive, but will make reasonable efforts to obtain missing proxies. The Chief Executive Officer shall implement procedures to identify and monitor potential conflicts of interest that could affect the proxy voting process, including: (1) significant client relationships; (2) other potential material business relationships; and (3) material personal and family relationships. All decisions regarding proxy voting shall be determined by the Investment Committee of the Adviser and shall be executed by the Chief Executive Officer. Every effort shall be made to consult with the portfolio manager and/or analyst covering the security. TYN may determine not to vote a particular proxy, if the costs and burdens exceed the benefits of voting (e.g., when securities are subject to loan or to share blocking restrictions).

If a request for proxy presents a conflict of interest between TYN’s stockholders on one hand, and the Adviser, the principal underwriters, or any affiliated persons of TYN, on the other hand, TYN's management may: (1) disclose the potential conflict to the Board of Directors and obtain consent; or (2) establish an ethical wall or other informational barrier between the persons involved in the conflict and the persons making the voting decisions.

Information regarding how TYN and TGO voted proxies for the 12-month period ended June 30, 2008, is available without charge by calling (866) 362-9331. You may also access this information on the SEC’s website at http://www.sec.gov. TYN’s and TGO’s link on the Adviser’s website at http://www.tortoiseadvisors.com provides a link to all of their reports filed with the SEC.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ernst & Young LLP, 1200 Main Street, Kansas City, Missouri, serves as the independent registered public accounting firm at TYN and TGO. Ernst & Young LLP provides audit and audit-related services, tax return preparation and assistance and consultation in connection with review of TYN’s and TGO’s filings with the SEC.

ADMINISTRATOR AND CUSTODIAN

U.S. Bank N. A., 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin, serves as TYN’s and TGO’s custodian. TYN pays the custodian an annual fee of 0.004 percent of the average daily market value of the Company’s domestic assets, and 0.015 percent of the average daily market value of the Company’s Canadian Dollar-denominated assets. TGO pays the custodian a monthly fee computed at an annual rate of 0.004 percent of the Company’s portfolio assets. U. S. Bank, N. A. is also a lender under the credit facilities of TYN and TGO.

SEI Investments Global Funds Services serves as TYN’s administrator. TYN pays the administrator a monthly fee computed at an annual rate of 0.05 percent of the first $500,000,000 of Managed Assets and 0.04 percent on the balance of the Managed Assets, subject to a minimum annual fee of $100,000. Tortoise Capital Advisors, L.L.C. serves as TGO’s administrator. TGO pays the administrator a quarterly fee equal to an annual rate of 0.06 percent of aggregate average daily Managed Assets up to and including $100,000,000, 0.04 percent of aggregate average daily Managed Assets on the next $250,000,000, and 0.03 percent on the balance of aggregate average daily Managed Assets, subject to a minimum annual fee of $45,000.

FINANCIAL STATEMENTS

Set forth in Appendix B hereto are unaudited pro forma combined financial statements of TYN giving effect to the Reorganizations which include: (i) Pro Forma Combined Schedule of Investments at November 30, 2008, (ii) Pro Forma Combined Statement of Assets and Liabilities at November 30, 2008, (iii) Pro Forma Combined Statement of Operations for the twelve months ended November 30, 2008, and (iv) Notes to Pro Forma Combined Financial Statements.

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The 2008 Annual Reports of TYN and TGO, each of which contains, as applicable, the audited financial statements of TYN and TGO as of November 30, 2008, notes thereto, and other information about TYN and TGO are incorporated by reference into, and shall be deemed to accompany, this Reorganization Statement of Additional Information.

The 2008 Annual Reports of TYN and TGO include supplemental financial information which presents selected ratios as a percentage of their total investment portfolios and a calculation of their distributable cash flow (“DCF”) and related information. You may request a free copy of the Reorganization Statement of Additional Information, the annual, semi-annual and quarterly reports of TYN or TGO, or make other requests for information about TYN or TGO, by calling toll-free 1-866-362-9331, or by writing to TYN or TGO at 11550 Ash Street, Suite 300, Leawood, Kansas 66211.

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APPENDIX A

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FORM OF AGREEMENT AND PLAN OF REORGANIZATION

_______, 2009

This Agreement and Plan of Reorganization (“Agreement”) is entered into as of _____________, 2009, by and between Tortoise Gas and Oil Corporation, a registered closed-end management investment company, File No. 811-22097 (“TGO”), and Tortoise North American Energy Corporation, a registered closed-end management investment company, File No. 811-21700 (“TYN” and together with TGO, each a “Fund” and collectively the “Funds”).

The Funds wish to effect a reorganization described in Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), and intend this Agreement to be, and adopt it as, a "plan of reorganization" within the meaning of the regulations under the Code. The reorganization will consist of (i) the acquisition by TYN of substantially all of the assets, and the assumption by TYN of substantially all of the liabilities, of TGO in exchange for the issuance by TYN to TGO of an equal aggregate net asset value (“NAV”) (calculated as described in Section 4 below) (less TGO’s share of the Reorganization costs) of newly-issued shares of common stock of TYN, par value $0.001 per share (the “TYN Common Shares”), (ii) the distribution by TGO of such TYN Common Shares to its common stockholders, and (iii) TGO's termination of its registration under the Investment Company Act of 1940, as amended (the “1940 Act”) and its dissolution under Maryland law, all on the terms and conditions set forth herein (collectively, the “Reorganization”).

Each Fund’s Board of Directors (each, a “Board”), including all the members thereof who are not “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Act) (the “Independent Directors”), (i) has duly adopted and approved this Agreement and the transactions contemplated hereby, and (ii) has determined that participation in the Reorganization is in the best interests of its Fund and its Fund's stockholders and that the interests of the stockholders thereof will not be diluted as a result of the Reorganization.

In consideration of the promises and the covenants and agreements thereinafter set forth, and intending to be legally bound, TYN and TGO hereby agree as follows:

1.	REPRESENTATIONS AND WARRANTIES OF TYN.

TYN represents and warrants to, and agrees with, TGO that:

(a) TYN is a corporation duly organized, validly existing and in good standing in conformity with the laws of the State of Maryland, and has the power to own all of its assets and to carry out this Agreement. TYN has all necessary federal, state and local authorizations to carry on its business as it is now being conducted and to carry out this Agreement.

(b) TYN is duly registered under the 1940 Act as a non-diversified, closed-end management investment company and such registration has not been revoked or rescinded and is in full force and effect.

(c) TYN has full power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement has been duly authorized by all necessary action of its Board of Directors and this Agreement constitutes a valid and binding contract enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, moratorium, fraudulent conveyance and similar laws relating to or affecting creditors’ rights generally and court decisions with respect thereto.

(d) TGO has been furnished with TYN’s Annual Report to Stockholders for the fiscal year ended November 30, 2008, and the audited financial statements appearing therein, having been audited by Ernst & Young LLP, TYN's independent registered public accounting firm, fairly present the financial position of TYN as of the respective dates indicated, in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”), applied on a consistent basis.

(e) An unaudited Statement of Assets and Liabilities of TYN and an unaudited Schedule of Investments of TYN, each as of the Valuation Time (as defined in Section 4 herein), will be furnished to TGO, at or prior to the Closing Date (as defined in Section 7(a) herein), for the purpose of determining the number of TYN Common Shares (as defined above) to be issued pursuant to Section 4 of this Agreement; each will present the financial position of TYN as of the Valuation Time in conformity with GAAP, applied on a consistent basis.

(f) There are no material legal, administrative or other proceedings pending or, to the knowledge of TYN, threatened against it which assert liability on the part of TYN or which materially affect its financial condition or its ability to consummate the

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Reorganization. TYN is not charged with or, to the best of its knowledge, threatened with any violation or investigation of any possible violation of any provisions of any federal, state or local law or regulation or administrative ruling relating to any aspect of its business.

(g) TYN is not obligated under any provision of its Articles of Incorporation or its Bylaws, each as amended to the date hereof, and is not a party to any contract or other commitment or obligation, and is not subject to any order or decree, which would be violated by its execution of or performance under this Agreement, except insofar as the Funds have mutually agreed to amend such contract or other commitment or obligation to cure any potential violation as a condition precedent to the Reorganization.

(h) There are no material contracts outstanding to which TYN is a party that have not been disclosed in the N-14 Registration Statement (as defined in subsection (k) below) or otherwise disclosed to TGO.

(i) TYN has no known liabilities of a material amount, contingent or otherwise, other than those shown on its Statements of Assets and Liabilities referred to in subsection (e) above, those incurred in the ordinary course of its business as an investment company, and those incurred in connection with the Reorganization. As of the Valuation Time, TYN will advise TGO in writing of all known liabilities, contingent or otherwise, whether or not incurred in the ordinary course of business, existing or accrued as of such time, except to the extent disclosed in the financial statements referred to in subsection (e) above.

(j) No consent, approval, authorization or order of any court or government authority is required for the consummation by TYN of the Reorganization, except such as may be required under the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, as amended (the “1934 Act”) and the 1940 Act or state securities laws (which term as used herein shall include the laws of the District of Columbia and Puerto Rico).

(k) The registration statement filed by TYN on Form N-14, which includes the proxy statement of TGO and TYN with respect to the transactions contemplated herein (the “Joint Proxy Statement/Prospectus”), and any supplement or amendment thereto or to the documents therein (as amended or supplemented, the “N-14 Registration Statement”), on its effective date, at the time of the stockholders’ meetings referred to in Section 8(a) of this Agreement and at the Closing Date, insofar as it relates to TYN and to TYN’s reasonable knowledge, (i) complied or will comply in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder and (ii) did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Joint Proxy Statement/Prospectus included therein did not or will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection only shall apply to statements in or omissions from the N-14 Registration Statement made in reliance upon and in conformity with information furnished by TYN for use in the N-14 Registration Statement.

(l) TYN has filed, or intends to file, or has obtained extensions to file, all federal, state and local tax returns which are required to be filed by it, and has paid or has obtained extensions to pay, all federal, state and local taxes shown on said returns to be due and owing and all assessments received by it, up to and including the taxable year in which the Closing Date occurs. All tax liabilities of TYN have been adequately provided for on its books, and no tax deficiency or liability of TYN has been asserted and no question with respect thereto has been raised by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid, up to and including the taxable year in which the Closing Date occurs.

(m) TYN is authorized to issue 100,000,000 shares of common stock, par value $0.001 per share. Each outstanding TYN Common Share is fully paid and nonassessable and has full voting rights.

(n) TYN Common Shares to be issued to TGO pursuant to this Agreement will have been duly authorized and, when issued and delivered pursuant to this Agreement, will be legally and validly issued and will be fully paid and, nonassessable and will have full voting rights, and no shareholder of TYN will have any preemptive right of subscription or purchase in respect thereof.

(o) At or prior to the Closing Date, TYN Common Shares to be transferred to TGO for distribution to the stockholders of TGO on the Closing Date will be duly qualified for offering to the public in all states of the United States in which the sale of shares of a Fund presently are qualified, and there will be a sufficient number of such shares registered under the 1933 Act and, as may be necessary, with each pertinent state securities commission to permit the transfers contemplated by this Agreement to be consummated.

(p) At or prior to the Closing Date, TYN will have obtained any and all regulatory, director and stockholder approvals necessary to issue TYN Common Shares to TGO.

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(q) TYN’s outstanding Series B senior notes (the "Notes") are rated “AAA” or its equivalent by a nationally recognized statistical rating organization.

2.	REPRESENTATIONS AND WARRANTIES OF TGO.

TGO represents and warrants to, and agrees with, TYN that:

(a) TGO is a corporation duly organized, validly existing and in good standing in conformity with the laws of the State of Maryland, and has the power to own all of its assets and to carry out this Agreement. TGO has all necessary federal, state and local authorizations to carry on its business as it is now being conducted and to carry out this Agreement.

(b) TGO is duly registered under the 1940 Act as a non-diversified, closed-end management investment company, and such registration has not been revoked or rescinded and is in full force and effect.

(c) TGO has full power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement has been duly authorized by all necessary action of its Board of Directors and this Agreement constitutes a valid and binding contract enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, moratorium, fraudulent conveyance and similar laws relating to or affecting creditors’ rights generally and court decisions with respect thereto.

(d) TYN has been furnished with TGO’s Annual Report to Stockholders for the fiscal year ended November 30, 2008, and the audited financial statements appearing therein, having been audited by Ernst & Young LLP, TGO's independent registered public accounting firm, fairly present the financial position of TGO as of the respective dates indicated, in conformity with GAAP, applied on a consistent basis.

(e) An unaudited Statement of Assets and Liabilities of TGO and an unaudited Schedule of Investments of TGO, each as of the Valuation Time, will be furnished to TYN at or prior to the Closing Date for the purpose of determining the number of shares of TYN Common Shares to be issued to TGO pursuant to Section 3 of this Agreement; each will present the financial position of TGO as of the Valuation Time in conformity with GAAP, applied on a consistent basis.

(f) There are no material legal, administrative or other proceedings pending or, to the knowledge of TGO, threatened against it which assert liability on the part of TGO or which materially affect its financial condition or its ability to consummate the Reorganization. TGO is not charged with or, to the best of its knowledge, threatened with any violation or investigation of any possible violation of any provisions of any federal, state or local law or regulation or administrative ruling relating to any aspect of its business.

(g) TGO is not obligated under any provision of its Articles of Incorporation or its Bylaws, each as amended to the date hereof, or a party to any contract or other commitment or obligation, and is not subject to any order or decree, which would be violated by its execution of or performance under this Agreement, except insofar as the Funds have mutually agreed to amend such contract or other commitment or obligation to cure any potential violation as a condition precedent to the Reorganization.

(h) There are no material contracts outstanding to which TGO is a party that have not been disclosed in the N-14 Registration Statement or otherwise disclosed to TYN.

(i) TGO has no known liabilities of a material amount, contingent or otherwise, other than those shown on its Statements of Assets and Liabilities referred to in subsection (e) above, those incurred in the ordinary course of its business as an investment company and those incurred in connection with the Reorganization. As of the Valuation Time, TGO will advise TYN in writing of all known liabilities, contingent or otherwise, whether or not incurred in the ordinary course of business, existing or accrued as of such time, except to the extent referred to in subsection (e) above.

(j) No consent, approval, authorization or order of any court or governmental authority is required for the consummation by TGO of the Reorganization, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act or state securities laws.

(k) The N-14 Registration Statement, on its effective date, at the time of the stockholders’ meetings called to vote on this Agreement and on the Closing Date, insofar as it relates to TGO and to TGO’s reasonable knowledge, (i) complied or will comply in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder, and (ii) did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be

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stated therein or necessary to make the statements therein not misleading; and the Joint Proxy Statement/Prospectus included therein did not or will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection shall apply only to statements in or omissions from the N-14 Registration Statement made in reliance upon and in conformity with information furnished by TGO for use in the N-14 Registration Statement.

(l) TGO has filed, or intends to file, or has obtained extensions to file, all federal, state and local tax returns which are required to be filed by it, and has paid or has obtained extensions to pay, all federal, state and local taxes shown on said returns to be due and owing and all assessments received by it, up to and including the taxable year in which the Closing Date occurs. All tax liabilities of TGO have been adequately provided for on its books, and no tax deficiency or liability of TGO has been asserted and no question with respect thereto has been raised by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid, up to and including the taxable year in which the Closing Date occurs.

(m) TGO is authorized to issue 100,000,000 shares of common stock, par value $0.001 per share (the “TGO Common Shares”). Each outstanding TGO Common Share is fully paid and nonassessable and has full voting rights.

(n) At both the Valuation Time and the Closing Date, TGO will have full right, power and authority to sell, assign, transfer and deliver the TGO Investments. As used in this Agreement, the term “TGO Investments” shall mean (i) the investments of TGO shown on the Schedule of Investments as of the Valuation Time furnished to TYN; and (ii) all other assets owned by TGO as of the Valuation Time. At the Closing Date, subject only to the obligation to deliver the TGO Investments as contemplated by this Agreement, TGO will have good and marketable title to all of the TGO Investments, and TYN will acquire all of the TGO Investments free and clear of any encumbrances, liens or security interests and without any restrictions upon the transfer thereof (except those imposed by the federal or state securities laws and those imperfections of title or encumbrances as do not materially detract from the value or use of the TGO Investments or materially affect title thereto).

(o) All of the issued and outstanding TGO Common Shares were offered for sale and sold in conformity with all applicable federal and state securities laws.

(p) The books and records of TGO made available to TYN and/or its counsel are substantially true and correct and contain no material misstatements or omissions with respect to the operations of TGO.

(q) TGO will not sell or otherwise dispose of any of TYN Common Shares to be received in the Reorganization, except in distribution to the stockholders of TGO, as provided in Section 3 of this Agreement.

3.	THE REORGANIZATION.

(a) Subject to receiving the requisite approvals of the stockholders of TGO and TYN, and to the other terms and conditions contained herein, TGO agrees to convey, transfer and deliver to TYN and TYN agrees to acquire from TGO, on the Closing Date, all of the TGO Investments (including interest, dividends or distributions accrued as of the Valuation Time), and assume from TGO substantially all of the liabilities of TGO. In exchange, TGO will receive on the Closing Date that number of TYN Common Shares and cash for fractional shares as provided in Section 4 of this Agreement.

(b) Pursuant to this Agreement, as soon as practicable after the Closing Date, TGO will distribute all cash (for fractional shares) and TYN Common Shares received by it to its stockholders of record in exchange for their TGO Common Shares based on the Exchange Rate (as defined and calculated below). The distribution of TYN Common Shares to TGO stockholders of record shall be accomplished as described in Section 4.

(c) The “Exchange Rate” will be determined by dividing the TGO NAV per share by the TYN NAV per share, with each calculated at the Valuation Time (less, in each case, the Reorganization costs for each Fund).

(d) If it is determined that the portfolios of TGO and TYN, when aggregated, would contain investments exceeding certain percentage limitations imposed upon TYN with respect to such investments in its non-fundamental investment policies, TGO, if requested by TYN, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, (a) nothing herein will require TGO to dispose of any portfolios, securities or other investments, if, in the reasonable judgment of TGO’s Board of Directors or Tortoise Capital Advisors, LLC (the “Investment Adviser”), such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of TGO, and (b) nothing will permit TGO to dispose of any portfolio securities or other investments if, in the reasonable judgment of TYN’s Board of Directors or the Investment Adviser, such

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disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of TYN.

(e) TGO will pay or cause to be paid to TYN any accrued interest, dividends or distributions that TGO receives on or after the Closing Date with respect to any of the TGO Investments transferred to TYN hereunder.

(f) Recourse for liabilities assumed from TGO by TYN in the Reorganization will be limited to the net assets acquired by TYN. The known liabilities of TGO, as of the Valuation Time, shall be confirmed to TYN pursuant to Section 2(i) of this Agreement.

(g) TGO will be terminated and liquidated as soon as practicable following the Closing Date by terminating its registration under the 1940 Act and dissolving under Maryland law and will withdraw its authority to do business in any state where it is registered.

(h) TYN will use its commercially reasonable efforts to ensure that following the Closing Date the Notes maintain the ratings in effect as of the Valuation Time.

4.	ISSUANCE AND VALUATION OF TYN COMMON SHARES IN THE REORGANIZATION.

TYN shall issue to TGO cash (for fractional shares) and TYN Common Shares collectively having an aggregate value (with the TYN Common Shares valued at their NAV, adjusted for TYN’s share of the Reorganization costs) equal to the net asset value of TGO, reduced by TGO's share of reorganization costs (with each amount determined as set forth below), in exchange for all of the assets and liabilities of TGO.

The NAV of each Fund shall be determined as of the Valuation Time in accordance with the normal valuation methodologies adopted by each Fund’s Board of Directors. The Valuation Time shall be 4:00 p.m., Eastern time, on a date mutually agreed upon in writing that is expected to promptly follow the receipt of TGO stockholder approval (the “Valuation Time”). The value of each Fund's investments (as set forth on the Schedule of Investments provided pursuant to Sections 1(e) and 2(e)) will be determined pursuant to the normal valuation methodologies adopted by each Fund’s Board of Directors, and fair values in all cases shall be determined as of the Valuation Time. Such valuation and determination shall be made by each respective Fund and shall be confirmed in writing, including certifications of the computations involved, to the other Fund.

For purposes of determining the NAV per share of each Fund’s common shares, the fair value of the securities held by the applicable Fund plus cash or other assets (including interest, dividends or distributions, accrued but not yet received and the value of any net deferred tax assets computed in accordance with GAAP) minus (i) all of the Fund’s liabilities (including accrued expenses and any net deferred tax liabilities), (ii) accrued and unpaid interest payments on any outstanding indebtedness, (iii) the aggregate principal amount of any outstanding indebtedness, (iv) any distributions payable on the Fund’s common stock, and (v) each Fund’s share of the Reorganization costs as described in Section 5, shall be divided by the total number of TGO Common Shares or TYN Common Shares, respectively, outstanding at such time.

TYN shall issue to TGO a book entry receipt for TYN Common Shares. TGO shall then distribute a number of TYN Common Shares to the record holders of TGO Common Shares equal to the summation of the Exchange Rate times the number of TGO Common Shares held by each respective TGO stockholder on such record date, rounded down to the nearest whole number for each respective TGO stockholder. Such shares will be distributed through a mandatory corporate action (CUSIP swing from TGO CUSIP(s) to the TYN CUSIP).

No fractional TYN Common Shares will be issued to TGO. In lieu thereof, TGO will receive cash from TYN in an amount equal to the NAV (less Reorganization costs allocable to TGO) of the aggregated fractional TYN Common Shares that such TGO stockholders would otherwise have received. TGO will then distribute such cash to TGO stockholders of record in an amount equal to the net asset value of the fractional TYN Common Shares that the TGO stockholders would otherwise have received in the Reorganization.

5.	PAYMENT OF EXPENSES.

TGO and TYN will bear expenses incurred in connection with the Reorganization, including but not limited to costs related to the preparation and distribution of materials distributed to each Fund’s Board of Directors, expenses incurred in connection with the preparation of the Reorganization Agreement and the registration statement on Form N-14, the printing and distribution of the joint proxy statement/prospectus and semi-annual reports, SEC and state securities commission filing fees and legal and audit fees in

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connection with the Reorganization, legal fees incurred preparing each Fund’s Board materials, attending each Fund’s Board meetings and preparing the minutes, auditing fees associated with each Fund’s financial statements, stock exchange fees, transfer agency fees, rating agency fees, portfolio transfer taxes (if any) and any similar expenses incurred in connection with the Reorganization, which will be borne directly by the respective Fund incurring the expense or allocated among the Funds based upon some reasonable methodology to be reviewed by each Fund’s Board of Directors.

6.	COVENANTS OF THE FUNDS.

(a) Each Fund covenants to operate its business as presently conducted between the date hereof and the Closing Date.

(b) TGO agrees that as soon as practicable following the consummation of the Reorganization, it will dissolve in accordance with the laws of the State of Maryland and any other applicable law, it will not make any distributions of any TYN Common Shares other than to its stockholders and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by TYN, if any, and on and after the Closing Date it shall not conduct any business except in connection with its termination.

(c) TGO undertakes that if the Reorganization is consummated, it will file an application pursuant to Section 8(f) of the 1940 Act for an order declaring that TGO has ceased to be a registered investment company.

(d) TYN will file the registration statement on Form N-14 with the Securities and Exchange Commission (the “SEC”) and will use its commercially reasonable efforts to provide that the registration statement on Form N-14 becomes effective as promptly as practicable. Each Fund agrees to cooperate fully with the other, and each will furnish to the other the information relating to itself to be set forth in the registration statement on Form N-14 as required by the 1933 Act, the 1934 Act the 1940 Act, and the rules and regulations thereunder and the state securities laws.

(e) TGO has no plan or intention to sell or otherwise dispose of the TGO Investments, except for dispositions made in the ordinary course of business.

(f) Each of the Funds agrees that by the Closing Date all of its federal and other tax returns and reports required to be filed on or before such date shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes.

The intention of the parties is that the transaction contemplated by this Agreement will qualify as a reorganization within the meaning of Section 368(a) of the Code. Neither TYN nor TGO shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that is inconsistent with such treatment or results in the failure of the transaction to qualify as a reorganization within the meaning of Section 368(a) of the Code. At or prior to the Closing Date, TYN and TGO will take such action, or cause such action to be taken, as is reasonably necessary to enable Husch Blackwell Sanders LLP (“HBS”), counsel to the Funds, to render the tax opinion required herein (including, without limitation, each party’s execution of representations reasonably requested by and addressed to HBS).

In connection with this covenant, the Funds agree to cooperate with each other in filing any tax return, amended return or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. TYN agrees to retain for a period of ten years following the Closing Date all returns, schedules and work papers and all material records or other documents relating to tax matters of TGO for each of such Fund’s taxable period first ending after the Closing Date and for all prior taxable periods.

After the Closing Date, TGO shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by such fund with respect to its final taxable year ending with its complete dissolution following the Reorganization and for any prior periods or taxable years and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. Notwithstanding the aforementioned provisions of this subsection, any expenses incurred by TGO (other than for payment of taxes) in connection with the preparation and filing of said tax returns after the Closing Date shall be borne by such Fund to the extent such expenses have been accrued by such Fund in the ordinary course without regard to the Reorganization; any excess expenses shall be borne by the Adviser or an affiliate thereof.

(g) Each Fund agrees to mail to its stockholders of record entitled to vote at the special meeting of stockholders at which action is to be considered regarding this Agreement, in sufficient time to comply with requirements as to notice thereof, the joint proxy statement/prospectus which complies in all material respects with the applicable provisions of the 1933 Act, the 1934 Act and the 1940 Act, and the rules and regulations, respectively, thereunder.

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(h) Following the consummation of the Reorganization, TYN will continue its business as a non-diversified, closed-end management investment company registered under the 1940 Act.

7.	CLOSING DATE.

(a) Delivery of the assets and liabilities of TGO to be transferred and TYN Common Shares to be issued as provided in this Agreement, shall be made at such place and time as the Funds shall mutually agree on the next full business day following the Valuation Time, or at such other time and date agreed to by the Funds, the date and time upon which such delivery is to take place being referred to herein as the “Closing Date.” To the extent that any TGO Investments, for any reason, are not transferable on the Closing Date, TGO shall cause such TGO Investments to be transferred to TYN’s account with its custodian at the earliest practicable date thereafter.

(b) TGO will deliver to TYN on the Closing Date confirmation or other adequate evidence as to the tax basis of the TGO Investments delivered to TYN hereunder.

8.	CONDITIONS OF TGO.

The obligations of TGO hereunder shall be subject to the following conditions:

(a) That this Agreement shall have been adopted, and the Reorganization shall have been approved, by the affirmative vote of the members of the Board of Directors of TGO, including a majority of the Fund's Independent Directors, and by the affirmative vote of the TGO stockholders entitled to cast a majority of all votes entitled to be cast on the matter; and that TYN shall have delivered to TGO a copy of the resolution approving this Agreement adopted by the Board of Directors of TYN, and a certificate setting forth the vote of holders of TYN Common Shares approving the issuance of additional TYN Common Shares, each certified by its Secretary.

(b) That TGO shall have received from TYN a Statement of Assets and Liabilities, with fair values determined as provided in Section 4 of this Agreement, together with a Schedule of Investments, all as of the Valuation Time, certified on TYN’s behalf by any authorized officer of TYN, and a certificate signed by any authorized officer of TYN, dated as of the Closing Date, certifying that as of the Valuation Time and as of the Closing Date there has been no material adverse change in the financial position of TYN from the information set forth in the Joint Proxy Statement/Prospectus, other than changes in its portfolio securities since that date or changes in the market value of its portfolio securities.

(c) That TYN shall have furnished to TGO a certificate signed by any authorized officer of TYN, dated as of the Closing Date, certifying that, as of the Valuation Time and as of the Closing Date, all representations and warranties of TYN made in this Agreement are true and correct in all material respects with the same effect as if made at and as of such dates, and that TYN has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to each of such dates.

(d) That there shall not be any material litigation pending with respect to the matters contemplated by this Agreement.

(e) TGO shall have received the opinion of HBS or Maryland counsel, acting as special counsel for TYN, dated as of the Closing Date, addressed to TGO, substantially in the form and to the effect that:

(i) TYN is validly existing and in good standing under the laws of the State of Maryland;

(ii) TYN is registered as a closed-end management investment company under the 1940 Act;

(iii) TYN has the power and authority to execute, deliver and perform all of its obligations under this Agreement under the laws of the State of Maryland, the execution and delivery and the consummation by TYN of the transactions contemplated hereby have been duly authorized by all requisite action of TYN under the laws of the State of Maryland, and this Agreement has been duly executed and delivered by TYN under the laws of the State of Maryland;

(iv) this Agreement constitutes a valid and binding obligation of TYN (assuming this Agreement is a valid and binding obligation of the other party hereto);

(v) the execution and delivery by TYN of this Agreement and the performance by TYN of its obligations under this Agreement do not conflict with the Articles of Incorporation or the Bylaws of TYN;

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(vi) neither the execution, delivery or performance by TYN of this Agreement nor the compliance by TYN with the terms and provisions hereof contravene any provision of the laws of the State of Maryland or the federal laws of the United States;

(vii) no governmental approval, which has not been obtained or taken and is not in full force and effect, is required to authorize, or is required in connection with, the execution or delivery of this Agreement by TYN or the enforceability of this Agreement against TYN; and

(viii) the TYN Common Shares have each been duly authorized and, upon issuance thereof in accordance with this Agreement, each will be validly issued, fully paid and nonassessable.

(f) That TGO shall have obtained an opinion from HBS, counsel for TYN, dated as of the Closing Date, addressed to TGO, that the consummation of the transactions set forth in this Agreement comply with the requirements of a reorganization as described in Section 368(a) of the Code.

(g) That all proceedings taken by each of TYN and its counsel in connection with the Reorganization and all documents incidental thereto shall be satisfactory in form and substance to the others.

(h) That the N-14 Registration Statement shall have become effective under the 1933 Act, and no stop order suspending such effectiveness shall have been instituted or, to the knowledge of TYN, be contemplated by the SEC.

(i) That the Investment Adviser shall have agreed to a management fee waiver of 0.10% and 0.05% of average monthly managed assets of the combined Fund for the 2010 and 2011 calendar years, respectively, which would apply if the Reorganization closes.

(j) That the Board of Directors of TGO, including a majority of the Fund’s Independent Directors, believes as of the Closing Date that TYN has the financial capacity to consummate the Reorganization and sufficient liquidity to pay any outstanding balance on the TGO line of credit and remain in compliance with the statutory and contractual leverage limitations by which TYN is bound.

(k) That the TYN Common Shares to be issued to TGO in the Reorganization shall have been approved for listing on the New York Stock Exchange.

9.	CONDITIONS OF TYN.

The obligations of TYN hereunder shall be subject to the following conditions:

(a) That this Agreement shall have been adopted, and the Reorganization shall have been approved, by the affirmative vote of the members of the Board of Directors of TYN, including a majority of the Fund's Independent Directors, and that the issuance of additional TYN Common Shares shall have been approved by the affirmative vote of a majority of the votes cast, provided that total votes cast on the proposal represented over 50% of all securities entitled to vote on the proposal; and TGO shall have delivered to TYN a copy of the resolution approving this Agreement adopted by TGO’s Board of Directors, and a certificate setting forth the vote of the holders of TGO Common Shares approving the Reorganization, each certified by its Secretary.

(b) That TGO shall have furnished to TYN a Statement of Assets and Liabilities, with fair values determined as provided in Section 4 of this Agreement, together with a Schedule of Investments with their respective dates of acquisition and tax basis, all as of the Valuation Time, certified on TGO’s behalf by any authorized officer of TGO, and a certificate signed by any authorized officer of TGO, dated as of the Closing Date, certifying that as of the Valuation Time and as of the Closing Date there has been no material adverse change in the financial position of TGO from the information set forth in the Joint Proxy Statement/Prospectus, other than changes in the TGO Investments since that date or changes in the fair value of the TGO Investments.

(c) That TGO shall have furnished to TYN a certificate signed by any authorized officer of TGO, dated the Closing Date, certifying that as of the Valuation Time and as of the Closing Date all representations and warranties of TGO made in this Agreement are true and correct in all material respects with the same effect as if made at and as of such dates and TGO has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to such dates.

(d) That there shall not be any material litigation pending with respect to the matters contemplated by this Agreement.

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(e) That TYN shall have received the opinion of HBS or Maryland counsel acting as special counsel for TGO, dated as of the Closing Date, addressed to TYN, substantially in the form and to the effect that:

(i) TGO is validly existing and in good standing under the laws of the State of Maryland;

(ii) TGO is registered as a closed-end management investment company under the 1940 Act;

(iii) TGO has the power and authority to execute, deliver and perform all of its obligations under this Agreement under the laws of the State of Maryland, the execution and delivery and the consummation by TGO of the transactions contemplated hereby have been duly authorized by all requisite action of TGO under the laws of the State of Maryland, and this Agreement has been duly executed and delivered by TGO under the laws of the State of Maryland;

(iv) this Agreement constitutes a valid and binding obligation of TGO (assuming this Agreement is a valid and binding obligation of the other party hereto);

(v) the execution and delivery by TGO of this Agreement and the performance by TGO of its obligations under this Agreement do not conflict with the Articles of Incorporation or the Bylaws of TGO;

(vi) neither the execution, delivery or performance by TGO of this Agreement nor the compliance by TGO with the terms and provisions hereof contravene any provision of the laws of the State of Maryland or the federal laws of the United States; and

(vii) no governmental approval, which has not been obtained or taken and is not in full force and effect, is required to authorize, or is required in connection with, the execution or delivery of this Agreement by TGO or the enforceability of this Agreement against TGO.

(f) That TYN shall have obtained an opinion from HBS, counsel for TGO, dated as of the Closing Date, addressed to TYN, that the consummation of the transactions set forth in this Agreement comply with the requirements of a reorganization as described in Section 368(a) of the Code.

(g) That all proceedings taken by TGO and its counsel in connection with the Reorganization and all documents incidental thereto shall be satisfactory in form and substance to TYN.

(h) That the N-14 Registration Statement shall have become effective under the 1933 Act and no stop order suspending such effectiveness shall have been instituted or, to the knowledge of TGO, be contemplated by the SEC.

(i) That the Investment Adviser shall have agreed to a management fee waiver of 0.10% and 0.05% of average monthly managed assets of the combined fund for the 2010 and 2011 calendar years, respectively, which would apply if the Reorganization closes.

(j) That the Board of Directors of TYN, including a majority of the Fund’s Independent Directors, believes as of the Closing Date that TYN will satisfy the conditions set forth in Section 8(j).

10.	TERMINATION, POSTPONEMENT AND WAIVERS.

(a) Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and the Reorganization abandoned at any time (whether before or after adoption thereof by the stockholders of either of the Funds) prior to the Closing Date, or the Closing Date may be postponed, (i) by mutual consent of the Boards of Directors of the Funds, (ii) by the Board of Directors of TGO if any condition of TGO’s obligations set forth in Section 8 of this Agreement has not been fulfilled or waived by such Board of Directors, or (iii) by the Board of Directors of TYN if any condition of TYN’s obligations set forth in Section 9 of this Agreement has not been fulfilled or waived by such Board of Directors.

(b) If the transactions contemplated by this Agreement have not been consummated by December 31, 2009, this Agreement automatically shall terminate on that date, unless a later date is mutually agreed to by the Boards of Directors of the Funds.

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(c) In the event of termination of this Agreement pursuant to the provisions hereof, the same shall become void and have no further effect, and there shall not be any liability on the part of any Fund or persons who are their directors, trustees, officers, agents or stockholders in respect of this Agreement.

(d) At any time prior to the Closing Date, any of the terms or conditions of this Agreement may be waived by the Board of Directors of either Fund (whichever is entitled to the benefit thereof), if, in the judgment of such Board of Directors after consultation with its counsel, such action or waiver will not have a material adverse effect on the benefits intended under this Agreement to the stockholders of their respective fund, on behalf of which such action is taken.

(e) The respective representations and warranties contained in Sections 1 and 2 of this Agreement shall expire with, and be terminated by, the consummation of the Reorganization, and neither Fund nor any of its officers, trustees, agents or stockholders shall have any liability with respect to such representations or warranties after the Closing Date. This provision shall not protect any officer, trustee, agent or stockholder of either Fund against any liability to the entity for which that officer, trustee, agent or stockholder so acts or to its stockholders, to which that officer, trustee, agent or stockholder otherwise would be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties in the conduct of such office.

(f) If any order or orders of the SEC with respect to this Agreement shall be issued prior to the Closing Date and shall impose any terms or conditions which are determined by action of the Boards of Directors of the Funds to be acceptable, such terms and conditions shall be binding as if a part of this Agreement without further vote or approval of the stockholders of the Funds unless such terms and conditions shall result in a change in the method of computing the number of TYN Common Shares to be issued to TGO, as applicable, in which event, unless such terms and conditions shall have been included in the proxy solicitation materials furnished to the stockholders of the Funds prior to the meetings at which the Reorganization shall have been approved, this Agreement shall not be consummated and shall terminate unless the Funds promptly shall call a special meeting of stockholders at which such conditions so imposed shall be submitted for approval.

11.	INDEMNIFICATION.

(a) Each party (an “Indemnitor”) shall indemnify and hold the other and its officers, trustees, agents and persons controlled by or controlling any of them (each, an “Indemnified Party”) harmless from and against any and all losses, damages, liabilities, claims, demands, judgments, settlements, deficiencies, taxes, assessments, charges, costs and expenses of any nature whatsoever (including reasonable attorneys’ fees), including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by such the Indemnified Party in connection with the defense or disposition of any claim, action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such the Indemnified Party may be or may have been involved as a party or otherwise or with which such the Indemnified Party may be or may have been threatened (collectively, the “Losses”) arising out of or related to any claim of a breach of any representation, warranty or covenant made herein by the Indemnitor; provided, however, that no Indemnified Party shall be indemnified hereunder against any Losses arising directly from such the Indemnified Party’s (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnified Party’s position.

(b) The Indemnified Party shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought hereunder. The Indemnified Party shall give written notice to Indemnitor within the earlier of ten days of receipt of written notice to the Indemnified Party or 30 days from discovery by the Indemnified Party of any matters which may give rise to a claim for indemnification or reimbursement under this Agreement. The failure to give such notice shall not affect the right of the Indemnified Party to indemnity hereunder unless such failure has materially and adversely affected the rights of the Indemnitor; provided that in any event such notice shall have been given prior to the expiration of the Survival Period. At any time after ten days from the giving of such notice, the Indemnified Party may, at its option, resist, settle or otherwise compromise, or pay such claim unless it shall have received notice from the Indemnitor that the Indemnitor intends, at the Indemnitor’s sole cost and expense, to assume the defense of any such matter, in which case the Indemnified Party shall have the right, at no cost or expense to the Indemnitor, to participate in such defense. If the Indemnitor does not assume the defense of such matter, and in any event until the Indemnitor states in writing that it will assume the defense, the Indemnitor shall pay all costs of the Indemnified Party arising out of the defense until the defense is assumed; provided, however, that the Indemnified Party shall consult with the Indemnitor and obtain indemnitor’s prior written consent to any payment or settlement of any such claim. The Indemnitor shall keep the Indemnified Party fully apprised at all times as to the status of the defense. If the Indemnitor does not assume the defense, the Indemnified Party shall keep the Indemnitor apprised at all times as to the status of the defense. Following indemnification as provided for hereunder, the Indemnitor shall be subrogated to all rights of the Indemnified Party with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made.

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12. OTHER MATTERS.

(a) All covenants, agreements, representations and warranties made under this Agreement and any certificates delivered pursuant to this Agreement shall be deemed to have been material and relied upon by each of the parties, notwithstanding any investigation made by them or on their behalf.

(b) All notices hereunder shall be sufficiently given for all purposes hereunder if in writing and delivered personally or sent by registered mail or certified mail, postage prepaid. Notice to TGO shall be addressed to TGO c/o Tortoise Capital Advisors, LLC, 11550 Ash Street, Suite 300, Leawood, Kansas 66211, Attention: Connie Savage, Secretary of TGO, or at such other address as TGO may designate by written notice to TYN. Notice to TYN shall be addressed to TYN c/o Tortoise Capital Advisors, LLC, 11550 Ash Street, Suite 300, Leawood, Kansas 66211, Attention: Connie Savage, Secretary of TYN, or at such other address and to the attention of such other person as TYN may designate by written notice to TGO. Any notice shall be deemed to have been served or given as of the date such notice is delivered personally or mailed.

(c) This Agreement supersedes all previous correspondence and oral communications between the parties regarding the Reorganization, constitutes the only understanding with respect to the Reorganization, may not be changed except by a letter of agreement signed by each party and shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed in said state.

(d) It is expressly agreed that the obligations of the Funds hereunder shall not be binding upon any of their respective Directors, stockholders, nominees, officers, agents, or employees personally, but shall bind only the property of the respective Fund. The execution and delivery of this Agreement has been authorized by the Directors of each Fund and signed by authorized officers of each Fund, acting as such, and neither such authorization by such Directors, nor such execution and delivery by such officers shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of each Fund.

This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original but all such counterparts together shall constitute but one instrument.

IN WITNESS WHEREOF, the parties have hereunto caused this Agreement to be executed and delivered by their duly authorized officers as of the day and year first written above.

	TORTOISE GAS AND OIL CORPORATION

	[Name] _____________________
	[Title] ______________________

	TORTOISE NORTH AMERICAN ENERGY CORPORATION

	[Name] _____________________
	[Title] ______________________

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APPENDIX B

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	Pro Forma Combined Schedule of Investments for
	Tortoise North American Energy Corporation
	Tortoise Gas and Oil Corporation
	As of November 30, 2008
	Tortoise North American Energy Corporation(1)				Tortoise Gas and Oil Corporation				Pro Forma Tortoise North American Energy Corporation
	Shares		Fair Value		Shares		Fair Value		Shares		Fair Value
Canadian Trusts — 1.5%(2)
Crude/Refined Products Pipeline — 0.3%(2)
Pembina Pipeline Income Fund		19,500	$	238,808		-	$	-		19,500	$	238,808

Natural Gas/Natural Gas Liquids Pipelines — 1.2%(2)
Enbridge Income Fund		115,800		897,101		-		-		115,800		897,101

Total Canadian Trusts (Cost $1,665,351)				1,135,909				-				1,135,909

Common Stock - 3.7% (2)
Shipping - 3.7% (2)
Republic of the Marshall Islands - 3.7% (2)
Navios Maritime Partners L.P.		197,000		872,710		-		-		197,000		872,710
Teekay Offshore Partners L.P.		205,500		2,055,000		-		-		205,500		2,055,000
Total Common Stock (Cost $7,201,621)				2,927,710				-				2,927,710

Master Limited Partnerships and Related Companies - 108.6% (2)
Crude/Refined Products Pipelines - 31.1% (2)
United States - 31.1% (2)
Enbridge Energy Management, L.L.C. (3)		298,383		8,417,392		-		-		298,383		8,417,392
Kinder Morgan Management, LLC (3)		322,511		13,303,593		-		-		322,511		13,303,593
Magellan Midstream Partners, L.P.		21,900		657,438		-		-		21,900		657,438
NuStar Energy L.P.		20,000		796,000		-		-		20,000		796,000
Plains All American Pipeline, L.P.		23,900		817,141		-		-		23,900		817,141
SemGroup Energy Partners, L.P.		37,000		98,050		-		-		37,000		98,050
TEPPCO Partners, L.P.		12,000		272,280		-		-		12,000		272,280
				24,361,894				-				24,361,894

Natural Gas/Natural Gas Liquids Pipelines - 25.1% (2)
United States - 25.1% (2)
El Paso Pipeline Partners, L.P.		95,300		1,681,092		-		-		95,300		1,681,092
Energy Transfer Partners, L.P.		200,900		6,655,817		-		-		200,900		6,655,817
ONEOK Partners, L.P.		22,300		1,039,849		-		-		22,300		1,039,849
Quest Midstream Partners, L.P. (4) (5)		-		-		465,000		5,696,250		465,000		5,696,250
TC PipeLines, LP		203,451		4,591,889		-		-		203,451		4,591,889
				13,968,647				5,696,250				19,664,897

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	Pro Forma Combined Schedule of Investments for
	Tortoise North American Energy Corporation
	Tortoise Gas and Oil Corporation
	As of November 30, 2008
	Tortoise North American Energy Corporation(1)				Tortoise Gas and Oil Corporation				Pro Forma Tortoise North American Energy Corporation
	Shares		Fair Value		Shares		Fair Value		Shares		Fair Value

Natural Gas Gathering/Processing - 1.2% (2)
United States - 1.2% (2)
Copano Energy, L.L.C. (5)(6)		95,260		940,216		-		-		95,260		940,216

Oil and Gas Exploitation and Production — 48.8%(2)
United States - 48.8% (2)
BreitBurn Energy Partners L.P.		302,400		2,567,376		708,400		6,014,316		1,010,800		8,581,692
Encore Energy Partners LP		25,100		361,189		229,800		3,306,822		254,900		3,668,011
EV Energy Partners, L.P.		76,800		1,013,760		189,300		2,498,760		266,100		3,512,520
Legacy Reserves, LP		92,300		831,623		599,800		5,404,198		692,100		6,235,821
Linn Energy, LLC		232,000		3,155,200		227,000		3,087,200		459,000		6,242,400
NRPC Properties, LLC (4) (5)		-		-		250,000		3,950,000		250,000		3,950,000
Pioneer Southwest Energy Partners L.P.		106,900		1,603,500		235,400		3,531,000		342,300		5,134,500
Quest Energy Partners, L.P.		-		-		252,832		884,912		252,832		884,912
				9,532,648				28,677,208				38,209,856
Propane Distribution - 2.0% (2)
United States - 2.0% (2)
Inergy, L.P.		94,386		1,570,583		-		-		94,386		1,570,583

Shipping - 0.4% (2)
United States - 0.4% (2)
OSG America L.P.		62,135		288,928		-		-		62,135		288,928

Total Master Limited Partnerships and Related Companies (Cost $130,620,241)				50,662,916				34,373,458				85,036,374

Corporate Bonds — 10.0%(2)	Principal Amount				Principal Amount				Principal Amount
Canada — 6.6%(2)
Oil and Gas Exploitation and Production — 2.7%(2)
Connacher Oil & Gas Ltd, 10.25%, 12/15/2015 (5)	$	4,000,000		2,080,000	$	-		-	$	4,000,000		2,080,000

Oil Sands Producers — 3.9%(2)
OPTI Canada Inc., 7.875%, 12/15/2014		5,500,000		2,090,000		-		-		5,500,000		2,090,000
OPTI Canada Inc., 8.25%, 12/15/2014 (5)		2,500,000		975,000		-		-		2,500,000		975,000
				3,065,000				-				3,065,000
United States — 3.4%(2)
Crude/Refined Products Pipeline — 0.1%(2)
SemGroup, L.P., 8.75%, 11/15/2015 (5) (6) (7)		6,300,000		126,000		-		-		6,300,000		126,000

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	Pro Forma Combined Schedule of Investments for
	Tortoise North American Energy Corporation
	Tortoise Gas and Oil Corporation
	As of November 30, 2008
	Tortoise North American Energy Corporation(1)					Tortoise Gas and Oil Corporation					Pro Forma Tortoise North American Energy Corporation
	Shares		Fair Value			Shares		Fair Value			Shares		Fair Value

Electric Generation/Services — 3.3%(2)
Texas Competitive Electric Holdings Co LLC, 10.25%, 11/01/2015 (5)		4,000,000		2,560,000			-		-			4,000,000		2,560,000

Total Corporate Bonds (Cost $22,709,832)				7,831,000					-					7,831,000

Short-Term Investments - 2.4% (2)
Ireland — 0.0%(1)(2)	Shares					Shares					Shares
Fidelity Institutional Cash Fund PLC, 3.00% (1)(8)		-		-			-		-			-		-

United States Investment Company - 2.4% (2)
Evergreen Institutional Class Money Market Fund, 2.59% (1)(8)		1,436,719		1,436,719			-		-			1,436,719		1,436,719
First American Government Obligations Fund - Class Y, 1.89% (8)		-		-			830,296		830,296			830,296		473,468	*
				1,436,719					830,296					1,910,187
Total Short-Term Investments (Cost $1,910,187)				1,436,719					830,296					1,910,187

Total Investments - 126.2% (2) (Cost $164,107,232)				63,994,254					35,203,754					98,841,180	*
Long-Term Debt Obligations - (19.2%) (2)				(15,000,000	)				-					(15,000,000	)
Forward Foreign Currency Contracts — 0.9%(2)
Canadian Dollar Currency Contracts— Unrealized Appreciation				678,138					-					678,138
Other Assets and Liabilities - (7.9%) (2)				1,343,754					(7,499,205	)				(6,210,423	)
Preferred Shares at Redemption Value - (0.0%) (2)				-					-					-
Total Net Assets Applicable to Common Stockholders - 100.0% (2)			$	51,016,146				$	27,704,549				$	78,308,895

*	Reflects adjustments to the Pro Forma Combined Statement of Assets and Liabilities.

(1)

Pro forma to reflect the redemption of preferred stock with a liquidation value of $7,225,000 and $2,775,000 on December 3, 2008 and December 26, 2008, respectively. TYN realized a gain of $1,300,500 on the redemptions of preferred stock and, following these redemptions, had no preferred stock outstanding.

(2)	Calculated as a percentage of net assets applicable to common stockholders.

(3)	Security distributions are paid-in-kind.

(4)	Private company.

(5)	Restricted securities have been fair valued in accordance with procedures approved by the Board of Directors and have a total fair value of $16,327,466 which represents 20.9% of net assets applicable to common stockholders.

(6)	Non-income producing.

(7)

On July 22, 2008, SemGroup, L.P. announced they filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code, as well as an application for creditor protection under the Companies' Creditors Arrangement Act in Canada. Following the filing, the security no longer produced income.

(8)	Rate indicated is the current yield as of November 30, 2008.

(9)	Value of shares denominated in Canadian dollars.

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Pro Forma Combined Statement of Assets and Liabilities for
Tortoise North American Energy Corporation
Tortoise Gas and Oil Corporation
As of November 30, 2008

		Tortoise North American Energy Corporation (1)			Tortoise Gas and Oil Corporation			Total			Adjustment					Pro Forma Tortoise North American Energy Corporation
Assets
Investments at fair value (cost $164,107,232) (1)		$	63,994,254		$	35,203,754		$	9,198,008		$	(356,828	)	(2	)	$	98,841,180
Foreign currency at value (cost $1,263,890)			1,263,890			-			1,263,890			-					1,263,890
Deferred tax asset			-			2,617,420			2,617,420			-					2,617,420
Receivable for Adviser reimbursement			27,376			-			27,376			-					27,376
Receivable for investments sold			56,610			1,637,517			1,694,127			-					1,694,127
Interest and dividend receivable, net of $151,448 allowance for doubtful accounts
			535,051			548			535,599			-					535,599
Unrealized appreciation on forward foreign currency contracts			678,138			-			678,138			-					678,138
Prepaid expenses and other assets			75,388			44,617			120,005			-					120,005
Total assets			66,630,707			39,503,856			106,134,563			(356,828	)				105,777,735

Liabilities
Payable to Adviser			182,505			87,930			270,435								270,435
Deferred advisory fees			-			356,828			356,828			(356,828	)	(2	)		-
Distributions payable to preferred stockholders			2,420			-			2,420			-					2,420
Reorganization expenses			-			-			-			411,800		(3	)		411,800
Accrued expenses and other liabilities			398,041			154,549			552,590			-					552,590
Short-term borrowings			-			11,200,000			11,200,000			-					11,200,000
Current tax liability			31,595			-			31,595			-					31,595
Long-term debt obligations			15,000,000			-			15,000,000			-					15,000,000
	Total liabilities		15,614,561			11,799,307			27,413,868			54,972					27,468,840

	Net assets applicable to common stockholders	$	51,016,146		$	27,704,549		$	78,720,695		$	(411,800	)			$	78,308,895

Net Assets Applicable to Common Stockholders Consist of:
Capital stock, $0.001 par value		$	4,613		$	5,551		$	10,164		$	(3,043	)	(4	)	$	7,121
Additional paid-in capital			98,872,875			72,070,670			170,943,545			3,043		(4	)		170,534,788
												(411,800	)	(3	)
Accumulated net investment income (loss), net of income taxes (1)			452,759			(1,620,327	)		(1,167,568	)		-					(1,167,568	)
Undistributed realized loss, net of income taxes			(14,878,463	)		(14,069,998	)		(28,948,461	)		-					(28,948,461	)
Net unrealized loss on investments, net of income taxes			(33,435,638	)		(28,681,347	)		(62,116,985	)		-					(62,116,985	)
Net assets applicable to common stockholders		$	51,016,146		$	27,704,549		$	78,720,695		$	(411,800	)			$	78,308,895

Shares issued and outstanding (100,000,000 shares authorized)			4,612,640			5,550,571			10,163,211			(3,042,183	)	(4	)		7,121,028

Net Asset Value per common share outstanding (net assets applicable to common stock, divided by common shares outstanding)
		$	11.06		$	4.99										$	11.00

(1)	Pro forma to reflect the redemption of preferred stock with a liquidation value of $7,225,000 and $2,775,000 on December 3, 2008 and December 26, 2008, respectively. TYN realized a gain of $1,300,500 on the redemptions of preferred stock and, following these redemptions, had no preferred stock outstanding.
(2)	Reflects the payment of deferred advisory fees in TGO.
(3)	Reflects the charge for estimated reorganization expenses of $411,800, of which $291,622 was attributable to TYN and $120,178 was attributable to TGO, respectively.
(4)	Reflects the capitalization adjustments giving the effect of the transfer of shares of TYN which TGO stockholders will receive as if the Reorganization had taken place on November 30, 2008. The foregoing should not be relied upon to reflect the number of shares of TYN that actually will be received on or after such date.

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Pro Forma Combined Statement of Operations for

Tortoise North American Energy Corporation

Tortoise Gas and Oil Corporation

For the Year Ended November 30, 2008

Note: This Pro Forma Combined Statement of Operations excludes non-recurring aggregate estimated Reorganization expenses of $411,800, of which $291,622 was attributable to TYN and $120,178 was attributable to TGO, respectively. The amount of adjustment for income tax expense reflected is zero as TYN estimates the result of the increased tax liability, or reduced deferred tax asset, to be offset substantially by a change in the valuation allowance.

(1)	Pro forma to reflect the redemption of preferred stock with a liquidation value of $7,225,000 and $2,775,000 on December 3, 2008 and December 26, 2008, respectively. TYN realized a gain of $1,300,500 on the redemptions of preferred stock and, following these redemptions, had no preferred stock outstanding.

(2)	Reflects the anticipated elimination and reduction of duplicative expenses as a result of the Reorganization.
(3)	Pro forma to reflect the expense reimbursement by the Adviser of 0.10% effective January 1, 2009.

See Notes to Pro Forma Combined Financial Statements.

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Notes to Pro Forma Combined Financial Statements

Tortoise North American Energy Corporation

(Unaudited)

Note 1 - Basis of Combination

The Boards of Directors of Tortoise Gas and Oil Corporation (“TGO”) and Tortoise North American Energy Corporation (“TYN” and, together with TGO, the “Fund” or “Funds” or the “Company”) at a meeting held on April 1, 2009 each approved a proposed reorganization, in which TYN will acquire substantially all of the assets and assume substantially all of the liabilities of TGO in exchange for an equal aggregate net asset value (“NAV”) (not market value) of newly issued common shares of TYN (the “Reorganization”). TGO will distribute TYN common shares to its common stockholders and will then terminate its registration under the 1940 Act and dissolve under Maryland law. The aggregate NAV of TYN common shares received by TGO stockholders in the Reorganization will equal the aggregate NAV of TGO common stock held on the business day prior to closing of the Reorganization, less the costs of the Reorganization attributable to their common shares (although common stockholders will receive cash for their fractional shares of common stock). TYN will continue to operate after the Reorganization as a registered, non-diversified, closed-end investment company. If the Reorganization is consummated, common shares of TYN will be distributed to TGO shareholders pro rata based on the exchange rate at the time of the Reorganization.

The Reorganization is intended to be accounted for as a tax-free reorganization of investment companies. The unaudited Pro Forma Combined Schedule of Investments and Combined Statement of Assets and Liabilities reflect the financial position of the Funds at November 30, 2008. The unaudited Pro Forma Combined Statement of Operations reflects the results of operations of the Funds for the year ended November 30, 2008. These statements have been derived from the books and records of the Funds utilized in calculating the net asset value at the dates indicated above in conformity with U.S. generally accepted accounting principles. As of November 30, 2008, all the securities held by TGO complied with the fundamental investment restrictions of TYN. The historical cost of investment securities is expected to be carried forward to the surviving entity. The fiscal year end for the Funds is November 30.

The accompanying pro forma combined financial statements should be read in conjunction with the historical financial statements of the Funds included or incorporated by reference in the Reorganization Statement of Additional Information. Such pro forma combined financial statements are presented for information only and may not necessarily be representative of what the actual combined financial statements would have been had the Reorganization occurred on November 30, 2008. Following the Reorganization, TYN will be the accounting survivor.

Certain expenses of the Reorganization will be borne by TYN and TGO. The estimated expenses of the Reorganization attributable to TYN and TGO are $291,622 and $120,178, respectively.

Note 2 - Investment Valuation

Effective December 1, 2007, the Company adopted Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in accordance with U.S. generally accepted accounting principles and expands disclosures about fair value measurements. SFAS 157 is applicable in conjunction with other accounting pronouncements that require or permit fair value measurements, but does not expand the use of fair value to any new circumstances. More specifically, SFAS 157 emphasizes that fair value is a market based measurement, not an entity-specific measurement, and sets out a fair value hierarchy with the highest priority given to quoted prices in active markets and the lowest priority to unobservable inputs. The Company's adoption of SFAS 157 did not have a material impact on its financial condition or results of operations.

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 will use the price of 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 bid and ask price on such day.

The Company may invest up to 50 percent of its total assets in restricted securities. Restricted securities may be subject to statutory and contractual restrictions on their public resale, which may make it more difficult to obtain a valuation and may limit the Company’s ability to dispose of them. Investments in restricted securities and other securities for which market quotations are not readily available will be valued in good faith by using fair value procedures approved by the Board of Directors. Such fair value procedures consider factors such as discounts to publicly traded issues, time until conversion date, securities with similar yields, quality, type of issue, coupon, duration and rating. If events occur that will affect the value of the Company’s portfolio securities before the net asset value has been calculated (a “significant event”), the portfolio securities so affected will generally be priced using fair value procedures.

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An equity security of a publicly traded company acquired in a direct placement transaction may be subject to restrictions on resale that can affect the security’s liquidity and fair value. Such securities that are convertible into 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 determined for the discount.

The Company invests in illiquid securities including debt and equity securities of privately-held companies. These investments generally are subject to restrictions on resale, have no established trading market and are fair valued on a quarterly basis. Because of the inherent uncertainty of valuation, the fair values of such investments, which are determined in accordance with procedures approved by the Company’s Board of Directors, may differ materially from the values that would have been used had a ready market existed for the investments. The Company’s Board of Directors may consider other methods of valuing investments as appropriate and in conformity with U.S. generally accepted accounting principles.

For private company investments, value is often realized through a liquidity event of the entire company. Therefore, the value of the company as a whole (enterprise value) at the reporting date often provides the best evidence of the value of the investment and is the initial step for valuing the company’s privately issued securities. For any one company, enterprise value may best be expressed as a range of fair values, from which a single estimate of fair value will be derived. In determining the enterprise value of a portfolio company, the Company prepares an analysis consisting of traditional valuation methodologies including market and income approaches. The Company considers some or all of the traditional valuation methods based on the individual circumstances of the portfolio company in order to derive its estimate of enterprise value.

The fair value of investments in private portfolio companies is determined based on various factors, including enterprise value, observable market transactions, such as recent offers to purchase a company, recent transactions involving the purchase or sale of the equity securities of the company, or other liquidation events. The determined equity values will generally be discounted when the Company has a minority position, is subject to restrictions on resale, has specific concerns about the receptivity of the capital markets to a specific company at a certain time, or other comparable factors exist.

An equity security of a publicly traded company acquired in a private placement transaction without registration is subject to restrictions on resale that can affect the security’s liquidity and fair value. Such securities that are convertible into 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 determined for the discount.

The Board of Directors undertakes a multi-step valuation process at least quarterly in connection with determining the fair value of private investments:

• The quarterly valuation process begins with each investment being initially valued by the Valuation Officer of the Adviser. As part of this process, materials are prepared containing the supporting analysis, which are reviewed by the investment professionals of the Adviser;

• The Investment Committee of the Adviser reviews the preliminary valuations, and the Valuation Officer of the Adviser considers and assesses, as appropriate, any changes that may be required to the preliminary valuations to address any comments provided by the Investment Committee of the Adviser;

• An independent valuation firm engaged by the Board of Directors to provide third-party valuation consulting services performs certain limited procedures that the Board of Directors has identified and asked it to perform on a selection of these valuations as determined by the Board of Directors. For the year ended November 30, 2008, the independent valuation firm performed limited procedures on one portfolio company comprising approximately 59.1 percent of the total restricted investments at fair value as of November 30, 2008. Upon completion of the limited procedures, the independent valuation firm concluded that the fair value of the investment subjected to the limited procedures did not appear to be unreasonable; and

• The Board of Directors assesses the valuations and ultimately determines the fair value of each investment in the Company’s portfolio in good faith.

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The Company generally values short-term 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.

Note 3 - 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. Dividends and distribution income are recorded on the ex-dividend date. Distributions received from the Company’s investments in RITs are generally comprised of ordinary income. Distributions from MLPs are generally comprised of income and return of capital. The Company records MLP investment income and return of capital based on estimates made at the time such distributions are received. Such estimates are based on historical information available from each MLP and other industry sources. These estimates may subsequently be revised based on information received from MLPs after their tax reporting periods are concluded.

Note 4 - 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. The character of distributions made during the period may differ from their ultimate characterization for federal income tax purposes.

Note 5 – Federal Income Taxation

Although TYN has previously elected to be treated as a RIC, effective December 1, 2008 TYN estimates it will be treated as a taxable corporation for federal and state income tax purposes. The Company will be obligated to pay federal and state income tax on its taxable income. Currently, the highest regular 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 its assets primarily in energy companies, including MLPs that generally are treated as partnerships for federal income tax purposes. As a partner in the MLPs, the Company reports its allocable share of the MLP's taxable income in computing its own taxable income. The Company’s tax expense or benefit is included in the Statement of Operations based on the component of income or gains (losses) to which such expense or benefit relates. Deferred income taxes reflect the net 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.

On December 1, 2007, TYN adopted the provisions of the Financial Accounting Standards Board Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes. FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements.

Note 6 - Capital Shares

The pro forma net asset value per share assumes the issuance of shares of TYN that would have been issued at November 30, 2008 in connection with the proposed Reorganization if the Reorganization had taken place at such date. The number of shares assumed to be issued is equal to the net asset value of shares of TGO, as of November 30, 2008, divided by the net asset value per share of the shares of TYN as of November 30, 2008 (less in each case, the Reorganization costs for each Fund). The pro forma number of shares outstanding for the combined company would have consisted of the following at November 30, 2008, if the Reorganization had taken place at such date:

Total Outstanding TYN Shares Pre-Combination	Additional Shares Assumed Issued In TGO Reorganization	Total Outstanding TYN Shares Post-Combination
4,612,640	2,508,388	7,121,028

The foregoing should not be relied upon to reflect the number of shares of TYN that actually will be received on or after such date.

Note 7 - Pro Forma Operating Expenses

The pro forma combined statement of operations for the year ending November 30, 2008, as adjusted, giving effect to the Reorganization reflects changes in expenses of TYN as if the Reorganization was consummated on November 30, 2008. Although it is

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anticipated that there will be an elimination of certain duplicative expenses because of the Reorganization, the actual amount of such expenses cannot be determined because it is not possible to predict the cost of future operations.

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PART C: OTHER INFORMATION

ITEM 15. Indemnification

Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty which is established by a final judgment as being material to the cause of action. The Registrant’s charter contains such a provision which eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland law.

The Registrant’s charter authorizes it, to the maximum extent permitted by Maryland law and the Investment Company Act of 1940, as amended (the “1940 Act”), to indemnify any present or former director or officer or any individual who, while a director of the Registrant and at the request of the Registrant, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee, from and against any claim or liability to which that person may become subject or which that person may incur by reason of his or her status as a present or former director or officer of the Registrant and to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding. The Registrant’s Bylaws obligate it, to the maximum extent permitted by Maryland law and the 1940 Act, to indemnify any present or former director or officer or any individual who, while a director of the Registrant and at the request of the Registrant, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee and who is made a party to the proceeding by reason of his service in that capacity from and against any claim or liability to which that person may become subject or which that person may incur by reason of his or her status as a present or former director or officer of the Registrant and to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding. The charter and Bylaws also permit the Registrant to indemnify and advance expenses to any person who served as a predecessor of the Registrant in any of the capacities described above and any employee or agent of the Registrant or a predecessor of the Registrant.

Maryland law requires a corporation (unless its charter provides otherwise, which the Registrant’s charter does not) to indemnify a director or officer who has been successful in the defense of any proceeding to which he is made a party by reason of his service in that capacity. Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. In addition, Maryland law permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of (a) a written affirmation by the director or officer of his good faith belief that he has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or on his behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.

The provisions set forth above apply insofar as they are consistent with Section 17(h) of the 1940 Act, which prohibits indemnification of any director or officer of the Registrant against any liability to the Registrant or its stockholders to which such director or officer otherwise would be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (“1933 Act”), may be provided to directors, officers and controlling persons of the Registrant, pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in connection with the successful defense of any action, suit or proceeding or payment pursuant to any insurance policy) is asserted against the Registrant by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

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ITEM 16. Exhibits

	1.a.	Articles of Incorporation (1)
	1.b.	Articles Supplementary relating to Series I Preferred Shares (2)
	2.	Amended and Restated By-laws*
	3.	Inapplicable
	4.	Form of Agreement and Plan of Reorganization*
	5.	Form of Common Stock Certificate (3)
	6.a.	Investment Advisory Agreement with Tortoise Capital Advisors, L.L.C. (4)
	6.b.	Form of Fee Waiver Agreement**
	7.	Inapplicable
	8.	Inapplicable
	9.	Custody Agreement (4)
	10.	Inapplicable
	11.	Opinion of Venable LLP**
	12.	Tax Opinion of Husch Blackwell Sanders LLP**
	13.a.	Stock Transfer Agency Agreement (4)
	13.b.	Administration Agreement (4)
	13.c.	Fund Custody Agreement (4)
	13.d.1.	Credit Agreement*
	13.d.2.	First Amendment to Credit Agreement*
	13.d.3.	Second Amendment to Credit Agreement*
	13.d.4.	Third Amendment to Credit Agreement*
	14.	Consent of Independent Registered Public Accounting Firm *
	15.	Inapplicable
	16.	Power of Attorney*
	17.a. 17.b.	Form of Proxy Cards* Dividend Reinvestment Plan(4)
	________
() (*)		Filed herewith To be filed by amendment


(1)	Incorporated by reference to Registrant’s Registration Statement on Form N-2, filed on January 13, 2005 (File Nos. 333-122022 and 811-21700).
(2)	Incorporated by reference to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-2, filed on June 9, 2006 (File Nos. 333-133469 and 811-21700).
(3)	Incorporated by reference to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-2, filed on April 1, 2005 (File Nos. 333-122022 and 811-21700).
(4)	Incorporated by reference to Registrant’s Registration Statement on Form N-2, filed on January 5, 2006 (File Nos. 333-130871 and 811-21700)

ITEM 17. Undertakings

(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through use of a prospectus which is part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, as amended, the reoffering prospectus will contain information called for by the applicable Exchange registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by other items of the applicable form.

(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, as amended, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of securities at that time shall be deemed to be the initial bona fide offering of them.

C-2

TABLE OF CONTENTS

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in this City of Leawood and State of Kansas, on the 3rd day of April, 2009.

	TORTOISE NORTH AMERICAN CORPORATION

	By:	/s/ David J. Schulte
		David J. Schulte, Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

/s/ Terry C. Matlack*
Terry C. Matlack /s/ Conrad S. Ciccotello*	Director (and Principal Financial and Accounting Officer)	April 3, 2009
Conrad S. Ciccotello /s/ John R. Graham*	Director	April 3, 2009
John R. Graham /s/ Charles E. Heath*	Director	April 3, 2009
Charles E. Heath /s/ H. Kevin Birzer*	Director	April 3, 2009
H. Kevin Birzer /s/ David J. Schulte	Director	April 3, 2009
David J. Schulte	Chief Executive Officer (Principal Executive Officer)	April 3, 2009

* By David J. Schulte, pursuant to power of attorney filed herewith.

C-3

		Proposed		Proposed
	Amount Being	Maximum Offering		Maximum Aggregate	Amount of
Title of Securities Being Registered	Registered(1)	Price per Unit(1)		Offering Price(1)	Registration Fee
Common Stock	76,277 shares	$13.11	(2)	$1,000,000	$55.80

	TYN	TGO	Pro Forma Combined Fund
As a Percent of Average Managed Assets
Net Management Fees	%	%	%
Other Operating Expenses	%	%	%
Total Annual Operating Expenses	%	%	%
Leverage Costs	%	%	%
Total Annual Expenses	%	%	%

	TYN	TGO(1)	Combined Fund
Through 12/31/2009
Management Fee	1.00%	1.50%	1.00%
Waiver	(0.10)%	0.00%	(0.10)%
Net Management Fee	0.90%	1.50%	0.90%
1/1/2010 - 12/31/2010
Management Fee	1.00%	1.50%	1.00%
Waiver	0.00%	0.00%	(0.10)%
Net Management Fee	1.00%	1.50%	0.90%
1/1/2011 - 12/31/2011
Management Fee	1.00%	1.50%	1.00%
Waiver	0.00%	0.00%	(0.05)%
Net Management Fee	1.00%	1.50%	0.95%
Beginning 1/1/2012
Management Fee	1.00%	1.50%	1.00%

	Total Assets (as of 2/28/09)	Pipeline	Oil & Gas Exploitation and Production	Shipping	Propane	Gathering & Processing
TYN	$76.0 million	High	Moderate	Low	Low	Low
TGO	$30.4 million (estimated)	High	Moderate to High	None	Low	low
Combined	$106.0 million(1)	High	Moderate	Low	Low	Low to Moderate

	TYN	TGO	Pro Forma Combined Fund
Pipelines	61.0%	43.5%	56.0%
Oil and Gas Exploitation and Production (1)	18.1%	39.0%	24.1%
Shipping	6.3%	0.0%	4.5%
Propane	3.5%	1.2%	2.8%
Gathering & Processing	3.4%	1.0%	2.7%
Private Midstream Energy Infrastructure (2)	0.0%	9.2%	2.6%
Other (3)	2.9%	0.0%	2.1%
Cash & Cash Equivalents	4.8%	6.1%	5.2%
Total	100.0%	100.0%	100.0%

(1)	Estimated solely for the purpose of calculating the registration fee.
(2)	Net asset value per share of common stock on March 31, 2009.

1.	Letter to Stockholders of Tortoise North American Energy Corporation (“TYN”) and Tortoise Gas and Oil Corporation (“TGO”), each a Maryland corporation and registered closed-end management investment company

2.	Questions and Answers to Stockholders of TYN and TGO

3.	Notice of Joint Special Meeting of TYN and TGO

4.	Joint Proxy Statement/Prospectus for TYN and TGO

5.	Reorganization Statement of Additional Information regarding the proposed Reorganization of TGO into TYN

6.	Part C Information

7.	Exhibits

	TYN	TGO

Gross Deferred Tax Asset	$17.0 million	$18.4 million
Valuation Allowance	$(10.9) million	$(15.9) million
Net Deferred Tax Asset	$6.1 million	$2.5 million
Net Deferred Tax Asset As a Percentage of Fund Net Assets	10.2%	10.4%

	For the Boards of Directors,

	Connie J. Savage
	Secretary
	Tortoise North American Energy Corporation Tortoise Gas and Oil Corporation

	__________, 2009

Stockholders Entitled to Vote
Proposal 1	TGO common stockholders
Proposal 2	TYN common stockholders
Proposal 3	TGO and TYN common stockholders

SUMMARY	1

RISK FACTORS AND SPECIAL CONSIDERATIONS	8

PROPOSAL 1: REORGANIZATION	17
INVESTMENT OBJECTIVES AND POLICIES OF TYN	17
COMPARISON OF THE FUNDS	25
MANAGEMENT OF THE FUNDS	27
AUTOMATIC DIVIDEND REINVESTMENT PLAN	33
GOVERNING LAW	34
DESCRIPTION OF SECURITIES	35
CERTAIN PROVISIONS IN EACH FUND’S CHARTER AND BYLAWS	39
ADDITIONAL INFORMATION ABOUT SHARES OF COMMON STOCK OF THE FUNDS	41
FINANCIAL HIGHLIGHTS	43
INFORMATION ABOUT THE REORGANIZATION	46
TERMS OF THE AGREEMENT AND PLAN OF REORGANIZATION	46
REASONS FOR THE REORGANIZATION	49
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATION	51
CERTAIN FEDERAL INCOME TAX MATTERS	53

PROPOSAL 2: ISSUANCE OF ADDITIONAL TYN COMMON SHARES	56

PROPOSAL 3: ADJOURNMENT OR POSTPONEMENT OF THE MEETING	59

OTHER INFORMATION	60
VOTING INFORMATION AND REQUIREMENTS	60
SOLICITATION OF PROXIES	62
LEGAL MATTERS	62
OTHER MATTERS WITH RESPECT TO THE MEETING	62

Stockholder Transaction Expenses		TYN(1)	TGO	Pro Forma Combined Fund(2)
Maximum Sales Load (as a percentage
	of the offering price) imposed on
	purchases of common stock(3)(4)	None	None	None
Dividend Reinvestment and Cash
	Purchase Plan Fees	None	None	None

Annual Expenses (as a percentage of net assets attributable to common stock as of November 30, 2008)
	Investment Management Fees	1.29%	1.67%	1.30%
	Other Expenses(5)	1.05%	2.00%	0.77%
	Total Annual Operating Expenses	2.34%	3.67%	2.07%
	Leverage Costs(6)	1.77%	1.70%	1.74%
	Current Income Tax Expense(7)	0.13%	0.00%	0.09%
	Deferred Income Tax Expense(8)	0.00%	0.00%	0.00%
	Total Annual Expenses(9)	4.24%	5.37%	3.90%
	Less Fee Waiver (10)	(0.13)%	0.00%	(0.13)%
	Net Annual Expenses(9)	4.11%	5.37%	3.77%


	1 Year	3 Years	5 Years	10 Years
TYN	$ 41	$ 127	$ 215	$ 440
TGO	$ 54	$ 160	$ 266	$ 527
Pro Forma Combined Fund (a)	$ 38	$ 116	$ 198	$ 410

Annual Expenses (as a percentage of Managed Assets attributable to common stock as of November 30, 2008)	TYN(a)	TGO	Pro Forma Combined Fund(b)

Investment Management Fees	1.00%	1.27%	1.00%
Other Expenses(c)	0.81%	1.53%	0.60%
Total Annual Operating Expenses	1.81%	2.80%	1.60%
Leverage Costs(d)	1.37%	1.30%	1.35%
Total Annual Expenses	3.18%	4.10%	2.95%
Less Fee Waiver(e)	(0.10)%	0.00%	(0.10)%
Net Annual Expenses	3.08%	4.10%	2.85%

	Common Units (for MLPs taxed as partnerships) (1)	Convertible Subordinated Units (for MLPs taxed as partnerships)	I-Shares
Voting Rights	Limited to certain significant decisions; no annual election of directors	Same as common units	No direct MLP voting rights

Dividend Priority	First right to MQD specified in Partnership Agreement; arrearage rights	Second right to MQD; no arrearage rights; may be paid in additional units	Equal in amount and priority to common units but paid in additional I-Shares at current market value of I-Shares

Dividend Rate	Minimum set in Partnership Agreement; participate pro rata with subordinated after both MQDs are met	Equal in amount to common units; participate pro rata with common units above the MQD	Equal in amount to common units
Trading	Listed on NYSE, NYSE Alternext U.S. and NASDAQ Stock Market	Not publicly traded	Listed on NYSE

Federal Income Tax Treatment	Generally, ordinary income to the extent of taxable income allocated to holder; distributions are tax-free return of capital to extent of holder’s basis; remainder as capital gain	Same as common units	Full distribution treated as return of capital; since distribution is in shares, total basis is not reduced

Type of Investor	Retail; creates unrelated business taxable income for tax-exempt investor; investment by regulated investment companies limited to 25% of total assets	Same as common units	Retail and institutional; does not create unrelated business taxable income; qualifying income for regulated investment companies

Liquidity Priority	Intended to receive return of all capital first	Second right to return of capital; pro rata with common units thereafter	Same as common units (indirect right through I-Share issuer)

Conversion Rights	None	Typically one-to-one ratio into common units	None

	TYN	TGO
Organization	Maryland corporation registered as a non-diversified, closed-end management investment company under the 1940 Act.
Fiscal Year End Date	November 30 for each Fund
Investment Adviser	Tortoise Capital Advisors, L.L.C is the investment adviser for each Fund.
Investment Advisory Fee Structure	TYN pays the Adviser a fee equal on an annual basis to 1.0% of TYN’s average monthly managed assets. Under a fee waiver agreement, however, the Adviser has contractually agreed to waive a portion of its investment advisory fee in an amount equal on an annual basis to 0.1% of TYN’s average monthly managed assets until December 31, 2009.	TGO pays the Adviser a fee consisting of two components: a “non-exchange tradable fee” of 2% and an “other investments fee” of 1%. Depending on the types of investments it makes, the Adviser earns an annual fee ranging from 1% to 2% of TGO’s managed assets. However, the total fee actually paid is limited to 1% annually for the first eight calendar quarters from TGO’s commencement of operations (July 19, 2007) and 1.5% annually thereafter. Any fee earned but not paid in a particular quarter is accrued and deferred for payment in later quarters.
Net Assets as of February 28, 2009	$58.7 million	$23.6 million (estimated)
Listing of Common Shares	NYSE under the symbol “TYN”	Not listed on a securities exchange
Investment Objective	A high level of total return with an emphasis on distribution income paid to stockholders.	A high level of total return through capital appreciation and current income.
Fundamental Investment Policies	Each of the Funds has substantially identical fundamental investment policies with the only difference being that TGO concentrates (invests at least 25% or more of total assets) in the group of industries constituting the energy sector whereas TYN concentrates (invests at least 25% or more of total assets) in the group of industries constituting the North American energy sector. For a complete listing of these fundamental investment policies see “See “Proposal 1: Reorganization—Investment Objective and Policies of the TYN.”
Nonfundamental Investment Policies	TYN may not (i) under normal conditions invest less than 80% of its total assets (including assets obtained through leverage) in equity securities of companies in the energy sector with their primary operations in North America; (ii) under normal conditions, invest more than 50% of its total assets in restricted securities; and (iii) enter into short sales.	TGO (i) under normal circumstances, invests at least 80% of its total assets (including assets obtained through leverage) in the equity securities of companies that derive a majority of their revenues from gas or oil operations in the upstream and midstream segments of the energy sector; (ii) may invest up to 100% of its total assets in the equity securities of companies that derive a majority of their revenues from operations in the upstream segment of the energy sector; (iii) may invest up to 100% of its total assets in restricted securities purchased directly from issuers in the energy sector, all of which may be illiquid securities and all of which may be issued by privately held companies; (iv) may invest up to 100% of its total assets in the equity securities of MLPs (all of which are public companies), including MLPs in the upstream and midstream segments of the energy sector; (v) may invest up to 80% of its total assets in the equity securities of MLPs that derive a majority of their revenues from operations in the midstream segment of the energy sector; (vi) may invest up to 20% of its total assets in the equity securities of other companies that exploit and produce natural resources other than energy resources; and (vii) will not engage in short sales.

Tax Treatment	Each fund is taxed as a regular corporation.
Leverage	Each Fund may borrow money, issue preferred stock or issue other senior securities to the extent permitted by the 1940 Act.
	TYN has no preferred stock and $15 million of senior notes outstanding, consisting of one series and has entered into a $10 million credit facility with U.S. Bank, NA. As of February 28, 2009, TYN did not have an outstanding balance under the credit facility. TYN recently entered into a 90-day extension to its credit facility, which, as extended, expires on June 20, 2009. TYN intends to finalize a longer term credit facility in the second quarter of 2009. TYN has no auction rate securities outstanding.	TGO has no preferred stock or senior notes outstanding. TGO has entered in to a $25 million credit facility with U.S. Bank, NA. which expires on October 31, 2009. As of February 28, 2009, TGO had an outstanding balance under the credit facility of approximately $5.7 million. TGO has no auction rate securities outstanding.

Service		Provider
Investment Adviser		Each Fund: Tortoise Capital Advisors, L.L.C.

Custodian		Each Fund: U.S. Bank, N.A.

Transfer Agent, Dividend Disbursing and Reinvestment Agent		Each Fund: Computershare Trust Company, N.A.

Administrator		TYN: SEI Investments Global Funds Services TGO: Tortoise Capital Advisors, L.L.C.

Fund Accounting		TYN: SEI Investments Global Funds Services TGO: U.S. Bancorp Fund Services, LLC

Registered Public Accounting Firm		Each Fund: Ernst & Young LLP

Fund Counsel		Each Fund: Husch Blackwell Sanders LLP

			Capitalization as of November 30, 2008 (Unaudited)			Pro Forma Combined Fund (TGO into TYN)



				TYN(1)	TGO
Short-Term Debt:
	Credit facility			$ -	$ 11,200,000	$ 11,200,000

Long-Term Debt:
	Senior Notes(2)			15,000,000	-	15,000,000

Common Stockholders' Equity:
	Common Stock, $0.001 par value
		per share		4,613	5,551	7,121(3)
	Additional paid-in capital			98,872,875	72,070,670	170,534,788(3)
	Accumulated net investment income
		(loss), net of income taxes		452,759	(1,620,327)	(1,167,568)
	Undistributed realized gain,
		net of income taxes		(14,878,463)	(14,069,998)	(28,948,461)
	Net unrealized gain (loss) on investments,
		net of income taxes		(33,435,638)	(28,681,347)	(62,116,985)
	Net assets applicable to common stock			$ 51,016,146	$ 27,704,549	$ 78,308,895

(1)	Pro forma to reflect the redemption of preferred stock with a liquidation value of $7,225,000 and $2,775,000 on December 3, 2008 and December 26, 2008, respectively. TYN realized a gain of $1,300,500 on the redemptions of preferred stock and, following these redemptions, had no preferred stock outstanding.
(2)	None of these notes are held by us or for our account.
(3)	Reflects the capitalization adjustments giving the effect of the transfer of shares of TYN which TGO stockholders will receive as if the Reorganization had taken place on November 30, 2008. The foregoing should not be relied upon to reflect the number of shares of TYN that will actually be received on or after such date.

	Amount Authorized	Amount Held by the Company for its Account	Amount Outstanding
Issuer - Title of Class

TYN - Common Stock	100,000,000	0	4,612,640

TYN - Notes	$15,000,000	0	$15,000,000

TGO - Common Stock	100,000,000	0	5,550,571

	Market Price(1)			Premium/(Discount) to NAV(3)
Month Ended	High	Low	NAV(2)	High	Low
February 28, 2009	14.15	10.61	13.91	1.7%	-23.7%
January 31, 2009	13.16	11.65	12.15	8.3%	-4.1%
December 31, 2008	10.67	8.06	10.78	-1.0%	-25.2%
November 30, 2008	15.00	8.00	14.69	2.1%	-45.5%
October 31, 2008	17.21	8.39	19.82	-13.2%	-57.7%
September 30, 2008	21.40	16.30	25.32	-15.5%	-35.6%
August 31, 2008	21.64	20.30	25.59	-15.4%	-20.7%
July 31, 2008	24.67	19.98	28.70	-14.0%	-30.4%
June 30, 2008	26.10	24.42	30.13	-13.4%	-19.0%
May 31, 2008	25.37	23.83	28.63	-11.4%	-16.8%
April 30, 2008	24.30	22.99	26.51	-8.3%	-13.3%
March 31, 2008	24.04	22.25	27.30	-11.9%	-18.5%
February 29, 2008	24.90	23.45	26.77	-7.0%	-12.4%
January 31, 2008	25.51	22.85	27.86	-8.4%	-18.0%
December 31, 2007	24.91	21.83	27.25	-8.6%	-19.9%
November 30, 2007	26.03	22.40	29.64	-12.2%	-24.4%
October 31, 2007	25.94	24.14	27.55	-5.8%	-12.4%
September 30, 2007	25.84	23.87	26.94	-4.1%	-11.4%
August 31, 2007	26.64	22.48	29.34	-9.2%	-23.4%
July 31, 2007	27.57	25.78	29.20	-5.6%	-11.7%
June 30, 2007	27.95	26.11	29.56	-5.4%	-11.7%
May 31, 2007	27.41	25.49	29.11	-5.8%	-12.4%
April 30, 2007	24.99	24.00	26.13	-4.4%	-8.2%
March 31, 2007	23.81	22.45	25.28	-5.8%	-11.2%
February 28, 2007	23.48	22.70	25.15	-6.6%	-9.7%
January 31, 2007	22.90	21.40	24.34	-5.9%	-12.1%
December 31, 2006	22.42	21.56	23.70	-5.4%	-9.0%

Period Ending	NAV
February 28, 2009 (est.)	4.25(1)
January 31, 2009 (est.)	5.27(2)
November 30, 2008	4.99
August 31, 2008	11.68
May 31, 2008	12.99
February 29, 2008	12.35
November 30, 2007	13.18
August 31, 2007	14.02

	Based on Net Asset Value					Based on Market Price
	1 Year	5 Years	10 Years	Inception(a)		1 Year	5 Years	10 Years	Inception(a)
TYN(b)	(56.5)%	—	—	(18.6)%	(56.0)%		—	—	(22.5)%
TGO(c)	(56.4)%	—	—	(48.9)%	N/A		N/A	N/A	N/A

(a)	TYN and TGO commenced investment operations on October 31, 2005 and July 19, 2007, respectively.
(b)	Total investment return is calculated assuming a purchase of common stock at NAV or the closing price at the beginning of the period reported and a sale at the ending NAV or closing price at November 30, 2008 (excluding broker commissions). The calculation also assumes reinvestment of distributions at actual prices pursuant to TYN’s dividend reinvestment plan.
(c)	Total investment return is calculated assuming a purchase of common stock at NAV at the beginning of the period reported and a sale at NAV at November 30, 2008. The calculation also includes distributions to common stockholders.

	Year Ended November 30, 2008			Year Ended November 30, 2007			Year Ended November 30, 2006			Period from October 31, 2005(1) through November 30, 2005

Per Common Share Data (2)
Net Asset Value, beginning of period	$	27.25		$	23.70		$	23.95		$	-
Public Offering Price		-			-			-			25.00
Underwriting discounts and offering costs on issuance of common and preferred stock (3)		-			-			(0.07)			(1.31)
Income from Investment Operations:
Net investment income (4)		0.43			0.72			0.61			0.02
Net realized and unrealized gains (loss) on investments(4)		(15.14)			4.47			0.55			0.24
Total increase (decrease) from investment operations		(14.71)			5.19			1.16			0.26

Less Distributions to Preferred Stockholders:
Net investment income		(0.17)			(0.12)			(0.06)			-
Net realized gain		-			(0.07)			(0.01)			-
Total distributions to preferred stockholders		(0.17)			(0.19)			(0.07)			-
Less Distributions to Common Stockholders:
Net investment income		-			(0.90)			(0.69)			-
Net realized gain		(0.10)			(0.55)			(0.12)			-
Return of capital		(1.49)			-			(0.46)			-
Total distributions to common stockholders		(1.59)			(1.45)			(1.27)			-
Net Asset Value, end of period	$	10.78		$	27.25		$	23.70		$	23.95

Per common share market value, end of period	$	9.25		$	23.10		$	22.38		$	25.00
Total Investment Return Based on Market Value(5)		(55.98)	%		9.28	%		(5.39)	%		0.00%

Supplemental Data and Ratios
Net assets applicable to common stockholders, end of period (000’s)	$	49,716		$	125,702		$	109,326		$	110,451
Ratio of expenses (including current foreign tax expense) to average net assets before waiver(6)(7)(8)(9)		5.75	%		3.88	%		3.41	%		2.02%
Ratio of expenses (including current foreign tax expense) to average net assets after waiver (6)(7)(8)(9)		5.52	%		3.59	%		3.09	%		1.77%
Ratio of expenses (excluding current foreign tax expense) to average net assets before waiver(6)(8)(9)(10)		5.69	%		3.86	%		3.40	%		2.02%
Ratio of expenses (excluding current foreign tax expense) to average net assets after waiver(6)(8)(9)(10)		5.46	%		3.57	%		3.08	%		1.77%
Ratio of net investment income (including current foreign tax expense) to average net assets before waiver (6)(7)(8)(9)		1.51	%		2.36	%		2.14	%		0.75%
Ratio of net investment income (excluding current foreign tax expense) to average net assets		1.74	%		2.65	%		2.46	%		1.00%
Ratio of net investment income (excluding current foreign tax expense) to average net assets before waiver (6)(8))(9)(10)		1.57	%		2.38	%		2.15	%		0.75%
Ratio of net investment income (excluding current foreign tax expense) to average net assets after waiver (6)(8)(9)(10)		1.80	%		2.67	%		2.47	%		1.00%
Portfolio turnover rate(6)		36.69	%		16.06	%		12.01	%		0.00%
Short-Term Borrowings, end of period (000’s)		-		$	9,600		$	7,000			-
Long-Term Debt Obligations, end of period (000’s)	$	15,000		$	40,000		$	40,000			-
Preferred Stock, end of period (000’s)	$	10,000		$	15,000		$	15,000			-
Per common share amount of long-term debt obligations outstanding, at end of period.	$	3.25		$	8.67		$	8.67			-
Per common share amount of net assets, excluding long- term debt obligations, at end of period	$	14.03		$	35.92		$	32.37			-
Asset coverage, per $1,000 of principal amount of long-term debt obligations and short-term borrowings(11)	$	4,981		$	3,837		$	3,645			-
Asset coverage ratio of long-term debt obligations and short- term borrowings(11)		498	%		384	%		365	%		-
Asset coverage, per $25,000 liquidation value per share of preferred stock(12)	$	149,289		$	234,504		$	207,210			-
Asset coverage, per $25,000 liquidation value per share of preferred stock(13)	$	74,716		$	73,646		$	69,083			-
Asset coverage ratio of preferred stock(13)		299	%		295	%		276	%		-

	Year Ended November 30, 2008				Period from July 19, 2007(1) through November 30, 2007

Per Common Share Data(2)
Net Asset Value, beginning of period		$	13.18		$	-
Initial private offering price			-			15.00
Underwriting discounts and offering costs on initial private offering			-			(1.06)
Income (loss) from Investment Operations:
Net investment income (loss)(3)			(0.29)			0.03
Net realized and unrealized loss on investment(3)			(7.14)			(0.57)
Total decrease from investment operations			(7.43)			(0.54)
Less Distributions to Common Stockholders:
Net investment income			-			(0.03)
Return of capital			(0.76)			(0.19)
Total distributions to common stockholders			(0.76)			(0.22)
Net Asset Value, end of period		$	4.99		$	13.18
Total Investment Return(4)			(56.35)	%		(10.67)	%

Supplemental Data and Ratios
Net assets applicable to common stockholders, end of period (000’s)		$	27,705		$	73,137
Ratio of expenses (including current and deferred income taxes and deferred advisory fees) to average net assets(5)(6)(7)			3.20	%		(4.14)	%
Ratio of expenses (excluding current and deferred income taxes) to average net assets(5)(7)(8)			4.40	%		2.28	%
Ratio of expenses (excluding current and deferred income taxes and deferred advisory fees) to average net assets(5)(8)(9)			3.89	%		2.15	%
Ratio of net investment income (including current and deferred income taxes and deferred advisory fees) to average net assets(5)(6)(7)			(1.44)	%		7.44	%
Ratio of net investment income (excluding current and deferred income taxes) to average net assets(5)(7)(8)			(2.64)	%		1.02	%
Ratio of net investment income (excluding current and deferred income taxes and deferred advisory fees) to average net assets(5)(8)(9)			(2.13)	%		1.15	%
Portfolio turnover rate(15)			28.19	%		0.00	%
Short-Term Borrowings, end of period (000’s)		$	11,200		$	19,200
Asset coverage, per $1,000 of principal amount of short-term borrowings(10)		$	3,474		$	4,809
Asset coverage ratio of short-term borrowings(10)			347	%		481	%