N-CSRS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-21700

Tortoise North American Energy Corporation
(Exact name of registrant as specified in charter)
 

11550 Ash Street, Suite 300, Leawood, KS 66211
(Address of principal executive offices) (Zip code)
 

Terry Matlack
Diane Bono
11550 Ash Street, Suite 300, Leawood, KS 66211
(Name and address of agent for service)
 

913-981-1020
Registrant's telephone number, including area code

Date of fiscal year end: November 30

Date of reporting period: May 31, 2013

Item 1. Reports to Stockholders.

Company at a Glance

Tortoise North American Energy Corp. (NYSE: TYN) is a non-diversified closed-end investment company focused primarily on investing in equity securities of companies in the energy sector with their primary operations in North America, including oil and gas exploitation, energy infrastructure and energy shipping companies. Our investments are primarily in Master Limited Partnerships (MLPs) and their affiliates, but may also include Canadian royalty and income trusts, common stock, debt and other securities issued by energy companies that are not MLPs.

Investment Goals: Yield, Growth and Quality

TYN seeks a high level of total return with an emphasis on current distributions paid to stockholders.

In seeking to achieve yield, we target distributions to our stockholders that are roughly equal to the underlying yield on a direct investment in MLPs. In order to accomplish this, we maintain our strategy of investing primarily in companies in the energy sector with attractive current yields and growth potential.

We seek to achieve distribution growth as revenues of our underlying companies grow with the economy, with the population and through rate increases. This revenue growth generally leads to increased operating profits, and when combined with internal expansion projects and acquisitions, is expected to provide attractive growth in distributions to us.

TYN seeks to achieve quality by investing in companies operating energy infrastructure assets that are critical to the North American economy. Often these assets would be difficult to replicate. We also back experienced management teams with successful track records. By investing in TYN, our stockholders have access to a portfolio that is diversified through geographic regions and across product lines, including natural gas, natural gas liquids, crude oil and refined products.

About U.S. Energy Infrastructure Master Limited Partnerships (MLPs)

MLPs are limited partnerships whose units trade on public exchanges such as the New York Stock Exchange (NYSE), the NYSE Alternext US and the NASDAQ. Buying MLP units makes an investor a limited partner in the MLP. There are currently more than 90 MLPs in the market in industries related to energy and natural resources. We invest primarily in MLPs in the energy infrastructure sector. Energy infrastructure MLPs are engaged in the transportation, storage and processing of crude oil, natural gas and refined products from production points to the end users.

TYN Investment Features

We provide stockholders an alternative to investing directly in MLPs and their affiliates. We offer investors the opportunity to receive an attractive distribution return with a historically low return correlation to returns on stocks and bonds.

Additional features include:

• One Form 1099 per stockholder at the end of the year, multiple K-1s and multiple state filings for individual partnership investments;
   
• A professional management team, with more than 130 years combined investment experience;
   
• The ability to access investment grade credit markets to enhance stockholder return; and
   
• Access to direct placements and other investments not available through the public market.
  
  

 

 

 

June 18, 2013

Dear Fellow Stockholders,

The equity market continued its bullish start in fiscal year 2013, with the S&P 500 Index^® gaining 8.2 percent and 16.4 percent for the three and six months ending May 31st. A confluence of events conspired to buoy investor confidence and sustain the market’s upward trajectory during the period as fiscal cliff concerns abated and economic data continued to suggest a moderate economic recovery. MLPs had a positive first half, continuing to demonstrate the resiliency of underlying fundamentals and to benefit from energy infrastructure build-out across North America.

Master Limited Partnership Sector Review

The Tortoise MLP Index^® had a total return of 4.8 percent and 15.9 percent for the three and six months ending May 31, 2013, respectively. Midstream MLPs outperformed upstream MLPs during both periods and particularly in the second fiscal quarter, supported by strong distribution growth and visible cash flow streams. While MLPs enjoyed a strong out-of-the-gate performance, they took a break late in the second fiscal quarter, underperforming broader equities in May as interest rate concerns began to surface following the release of the Federal Open Market Committee’s (FOMC) rather ambiguous statement on quantitative easing. The markets responded with some immediate volatility, particularly impacting yield-oriented securities, a reaction we often see in the wake of uncertain comments out of the FOMC, and attractive yielding MLPs were not immune to this. However, we believe that quality MLPs are different from most yielding securities as they offer the potential for growth in addition to income. While market volatility can prevail in the short term, we believe that those growth-oriented MLPs with quality business models remain fundamentally well positioned over the longer term.

Growing production levels out of the country’s oil and gas shale deposits remains a dominant story across the U.S. energy value chain, where the ongoing development of these unconventional resources has become a predominant driver of growth. In just the next three years through 2015, we project that approximately $50 billion will be invested in MLP organic growth projects. The bulk of projects currently underway involve the build out of petroleum pipelines particularly in the resource-rich Bakken, Eagle Ford and Permian fields.

Capital markets continued to be active, with MLPs raising approximately $19 billion in equity and $17 billion in debt fiscal year-to-date through May 31st. This included the launch of eight new MLP initial public offerings, which included oil and gas production, gathering/processing and natural gas pipeline MLPs, among other less-traditional businesses. Merger and acquisition (M&A) activity also has been healthy for the period, with announced MLP transactions totaling more than $22 billion. The largest among these was Kinder Morgan Energy Partners’ $5 billion acquisition of Copano Energy, L.L.C., a gathering and processing MLP, which closed on May 1st.

Fund Performance Review

Our total assets increased from $226.0 million on Nov. 30, 2012 to $252.6 million on May 31, 2013, resulting primarily from market appreciation of our investments. Our market-based total return to stockholders was 12.4 percent and 28.0 percent (both including the reinvestment of distributions) for the three and six months ending May 31, 2013, respectively. Our NAV-based total return was 3.5 percent and 12.2 percent for the same periods. The difference between our market value total returns as compared to our NAV total returns reflected the increase in our stock price to a market premium over our NAV during the period.

During the fiscal first half of 2013, our asset performance was driven by our stakes in both refined products pipeline and gathering and processing MLPs, which benefitted from robust oil and natural gas production out of U.S. shales and related build-out. Although they contributed to absolute returns, natural gas pipeline MLPs continued to face some short-term growth challenges. Our exposure to upstream oil and gas production MLPs marginally restrained results, as these firms saw their earnings slow due to lower natural gas and liquids prices.

We paid a distribution of $0.3975 per common share ($1.59 annualized) to our stockholders on June 3, 2013, an increase of 0.6 percent quarter over quarter and of 2.6 percent year over year. This distribution represented an annualized yield of 5.1 percent based on our second fiscal quarter closing price of $31.18. Our distribution payout coverage (distributable cash flow divided by distributions) for the fiscal quarter was 109.1 percent, reflective of our emphasis on sustainability. For tax purposes, we currently expect 80 to 100 percent of TYN’s distributions to be characterized as qualified dividend income, or QDI, with the remainder characterized as a return of capital. A final determination of the characterization will be made in January 2014.

(Unaudited)

2013 2nd Quarter Report       1

We ended the first fiscal half of 2013 with leverage (bank debt) at 13.0 percent of total assets, below our long-term target of 20 percent. This provides us flexibility in managing the portfolio across market cycles and allows us to add leverage when compelling opportunities arise. As of May 31, 2013, our leverage, which included the impact of interest rate swaps, had a weighted average maturity of 4.2 years and a weighted average cost of 2.24 percent, with 76 percent at fixed rates. We believe TYN’s balance sheet is strong, with rates fixed on the majority of our leverage, laddered due dates and extended average maturities.

Concluding Thoughts

We continue to be excited about the significant transformation underway in North American energy, with MLPs playing a key role in the significant build-out underway. However, we also think it is important to note that while a rising tide may lift all boats, market cycles will separate quality companies from those with weaker business models. We believe this will play out over time and we look forward to serving you as your professional investment adviser in navigating the course ahead.

As a final note, if you have not yet had a chance to listen to our May webcast, we invite and encourage you to do so at www.tortoiseadvisors.com.

Sincerely,
The Managing Directors
Tortoise Capital Advisors, L.L.C.
The adviser to Tortoise North American Energy Corp.

P. Bradley Adams	H. Kevin Birzer	Zachary A. Hamel
Kenneth P. Malvey	Terry Matlack	David J. Schulte

The Tortoise MLP Index^® is a float-adjusted, capitalization-weighted index of energy master limited partnerships (MLPs). The S&P 500 Index^® is an unmanaged market-value weighted index of stocks, which is widely regarded as the standard for measuring large-cap U.S. stock market performance.

(Unaudited)

2       Tortoise North American Energy Corp.

Key Financial Data (Supplemental Unaudited Information)
(dollar amounts in thousands unless otherwise indicated)

The information presented below regarding Distributable Cash Flow and Selected Financial Information is supplemental non-GAAP financial information, which we believe is meaningful to understanding our operating performance. The Distributable Cash Flow Ratios include the functional equivalent of EBITDA for non-investment companies, and we believe they are an important supplemental measure of performance and promote comparisons from period-to-period. This information is supplemental, is not inclusive of required financial disclosures (e.g. Total Expense Ratio), and should be read in conjunction with our full financial statements.

	2012									2013
	Q2(1)			Q3(1)			Q4(1)			Q1(1)			Q2(1)
Total Income from Investments
Distributions received from master            limited partnerships	$	3,086		$	3,221		$	3,257		$	3,298		$	3,423
Dividends paid in stock		211			218			241			250			205
Dividends from common stock		151			87			79			53			63
Interest and dividend income		—			—			1			—			—
Total from investments		3,448			3,526			3,578			3,601			3,691
Operating Expenses Before Leverage       Costs and Current Taxes
Advisory fees, net of fees waived		549			535			559			570			640
Other operating expenses		129			119			111			129			123
		678			654			670			699			763
Distributable cash flow before leverage            costs and current taxes		2,770			2,872			2,908			2,902			2,928
Leverage costs(2)		189			190			190			189			193
Current income tax expense(3)		—			—			—			—			—
Distributable Cash Flow(4)	$	2,581		$	2,682		$	2,718		$	2,713		$	2,735
As a percent of average total assets(5)
Total from investments		6.22	%		6.51	%		6.33	%		6.24	%		5.77	%
Operating expenses before leverage            costs and current taxes		1.22	%		1.21	%		1.19	%		1.21	%		1.19	%
Distributable cash flow before leverage            costs and current taxes		5.00	%		5.30	%		5.14	%		5.03	%		4.58	%
As a percent of average net assets(5)
Total from investments		8.52	%		8.97	%		8.86	%		8.83	%		8.19	%
Operating expenses before leverage            costs and current taxes		1.68	%		1.66	%		1.66	%		1.71	%		1.69	%
Leverage costs and current taxes		0.47	%		0.48	%		0.47	%		0.46	%		0.43	%
Distributable cash flow		6.37	%		6.83	%		6.73	%		6.66	%		6.07	%
Selected Financial Information
Distributions paid on common stock	$	2,440		$	2,455		$	2,473		$	2,489		$	2,507
Distributions paid on common stock       per share		0.3875			0.3900			0.3925			0.3950			0.3975
Distribution coverage percentage for period(6)		105.8	%		109.2	%		109.9	%		109.0	%		109.1	%
Net realized gain, net of income taxes,       for the period		495			2,791			7,239			1,513			6,156
Total assets, end of period	202,720			224,011			225,988			244,726			252,597
Average total assets during period(7)	220,486			215,393			227,259			234,107			253,747
Leverage(8)		30,000			31,000			34,800			32,400			32,900
Leverage as a percent of total assets		14.8	%		13.8	%		15.4	%		13.2	%		13.0	%
Net unrealized appreciation, end of period		51,876			62,950			58,204			70,500			71,249
Net assets, end of period	149,643			160,792			160,717			171,777			175,468
Average net assets during period(9)	160,994			156,379			162,512			165,339			178,907
Net asset value per common share		23.77			25.54			25.51			27.26			27.82
Market value per common share		24.09			25.69			25.06			28.12			31.18
Shares outstanding (actual)	6,295,750			6,295,750			6,301,191			6,301,191			6,306,162

(1)	Q1 is the period from December through February. Q2 is the period from March through May. Q3 is the period from June through August. Q4 is the period from September through November.
(2)	Leverage costs include interest expense, interest rate swap expenses and other recurring leverage expenses.
(3)	Includes taxes paid on net investment income and foreign taxes, if any. Taxes related to realized gains are excluded from the calculation of Distributable Cash Flow (“DCF”).
(4)	“Net investment income (loss), before income taxes” on the Statement of Operations is adjusted as follows to reconcile to DCF: increased by the return of capital on MLP distributions and the value of paid-in-kind distributions; and decreased by realized and unrealized gains (losses) on interest rate swap settlements.
(5)	Annualized for periods less than one full year.
(6)	Distributable Cash Flow divided by distributions paid.
(7)	Computed by averaging month-end values within each period.
(8)	Leverage consists of short-term borrowings.
(9)	Computed by averaging daily net assets within each period.

2013 2nd Quarter Report       3

Management’s Discussion (Unaudited)
 

The information contained in this section should be read in conjunction with our Financial Statements and the Notes thereto. In addition, this report contains certain forward-looking statements. These statements include the plans and objectives of management for future operations and financial objectives and can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” or “continue” or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors that could cause actual results and conditions to differ materially from those projected in these forward-looking statements are set forth in the “Risk Factors” section of our public filings with the SEC.

Overview

Tortoise North American Energy Corp.’s (“TYN” or the “Company”) investment objective is to seek a high level of total return for our stockholders, with an emphasis on distribution income paid to stockholders. Our investment strategy requires us to invest at least 80 percent of our total assets in equity securities of companies in the energy sector with their primary operations in North America, including energy infrastructure, oil and gas production and energy shipping companies. The equity securities of the energy companies purchased by TYN consist primarily of interests in MLPs. MLPs are publicly traded partnerships whose equity interests are traded in the form of units on public exchanges, such as the NYSE or NASDAQ. We invest primarily in MLPs through public market and private purchases. While we are a registered investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), we are not a “regulated investment company” for federal tax purposes. Our distributions do not typically generate unrelated business taxable income (“UBTI”) and our stock may therefore be suitable for holding by pension funds, IRAs and mutual funds, as well as taxable accounts. Tortoise Capital Advisors, L.L.C. serves as our investment adviser.

Company Update

Total assets increased approximately $7.9 million during the 2nd quarter, primarily as a result of increased market values of our MLP investments. Average total assets for the quarter increased as compared to 1st quarter 2013, resulting in increased asset-based expenses. Distribution increases from our MLP investments were in-line with our expectations. Total leverage as a percent of total assets decreased during the quarter and we increased our quarterly distribution to $0.3975 per share. Additional information on these events and results of our operations are discussed in more detail below.

Critical Accounting Policies

The financial statements are based on the selection and application of critical accounting policies, which require management to make significant estimates and assumptions. Critical accounting policies are those that are both important to the presentation of our financial condition and results of operations and require management’s most difficult, complex, or subjective judgments. Our critical accounting policies are those applicable to the valuation of investments, tax matters and certain revenue recognition matters as discussed in Note 2 in the Notes to Financial Statements.

Determining Distributions to Stockholders

Our portfolio generates cash flow from which we pay distributions to stockholders. Our Board of Directors has adopted a policy of declaring what it believes to be sustainable distributions. In determining distributions, our Board of Directors considers a number of current and anticipated factors, including, among others, distributable cash flow (“DCF”), realized and unrealized gains, leverage amounts and rates, current and deferred taxes payable, and potential volatility in returns from our investments and the overall market. While the Board considers many factors in determining distributions to stockholders, particular emphasis is given to DCF and distribution coverage. Distribution coverage is DCF divided by distributions paid to stockholders and is discussed in more detail below. Over the long term, we expect to distribute substantially all of our DCF to holders of common stock. Our Board of Directors reviews the distribution rate quarterly and may adjust the quarterly distribution throughout the year.

Determining DCF

DCF is distributions received from investments, less expenses. The total distributions received from our investments include the amount received by us as cash distributions from MLPs, paid-in-kind distributions, and dividend and interest payments. The total expenses include current or anticipated operating expenses, leverage costs and current income taxes. Current income taxes include taxes paid on our net investment income in addition to foreign taxes, if any. Taxes incurred from realized gains on the sale of investments, expected tax benefits and deferred taxes are not included in DCF.

The Key Financial Data table discloses the calculation of DCF and should be read in conjunction with this discussion. The difference between distributions received from investments in the DCF calculation and total investment income as reported in the Statement of Operations, is reconciled as follows: the Statement of Operations, in conformity with U.S. generally accepted accounting principles (“GAAP”), recognizes distribution income from MLPs and common stock on their ex-dates, whereas the DCF calculation may reflect distribution income on their pay dates; GAAP recognizes that a significant portion of the cash distributions received from MLPs are characterized as a return of capital and therefore excluded from investment income, whereas the DCF calculation includes the return of capital; and distributions received from investments in the DCF calculation include the value of dividends paid-in-kind (additional stock or MLP units), whereas such amounts are not included as income for GAAP purposes, and includes distributions related to direct investments when the purchase price is reduced in lieu of receiving cash distributions. The treatment of expenses in the DCF calculation also differs from what is reported in the Statement of Operations. In addition to the total operating expenses, including expense reimbursement, as disclosed in the Statement of Operations, the DCF calculation reflects interest expense, realized and unrealized gains (losses) on interest rate swap settlements, other leverage expenses, and taxes paid on net investment income. A reconciliation of Net Investment Loss, before Income Taxes to DCF is included below.

4       Tortoise North American Energy Corp.

Management’s Discussion (Unaudited)
(Continued)

Distributions Received from Investments

Our ability to generate cash is dependent on the ability of our portfolio of investments to generate cash flow from their operations. In order to maintain and grow distributions to our stockholders, we evaluate each holding based upon its contribution to our investment income, our anticipation of its growth rate, and its risk relative to other potential investments.

We concentrate on investments we believe can expect an increasing demand for services from economic and population growth. We seek well-managed businesses with hard assets and stable recurring revenue streams.

Total distributions received from our investments for the 2nd quarter 2013 were approximately $3.7 million. This represents a 2.5 percent increase as compared to 1st quarter 2013 and an increase of 7.0 percent as compared to 2nd quarter 2012. These changes reflect increases in per share distribution rates on our MLP investments and the distributions received from additional investments funded from leverage proceeds.

Expenses

We incur two types of expenses: (1) operating expenses, consisting primarily of the advisory fee, and (2) leverage costs. On a percentage basis, operating expenses before leverage costs and current taxes were an annualized 1.19 percent of average total assets for the 2nd quarter 2013 as compared to 1.22 percent for the 2nd quarter 2012 and 1.21 percent for the 1st quarter 2013.

Advisory fees for the 2nd quarter 2013 increased 12.3 percent from 1st quarter 2013 as a result of increased average managed assets for the quarter as discussed above. Other operating expenses decreased approximately $6,000 as compared to 1st quarter 2013.

Leverage costs consist of two major components: (1) the direct interest expense, which will vary from period to period as our margin borrowing facility has a variable interest rate, and (2) the realized and unrealized gain or loss on our interest rate swap settlements. Detailed information on our margin borrowing facility is included in the Liquidity and Capital Resources section below.

Total leverage costs for DCF purposes were approximately $193,000 for the 2nd quarter 2013, a slight increase as compared to the 1st quarter 2013. Our average annualized total cost of leverage, including interest rate swaps, was 2.24 percent as of May 31, 2013.

As indicated in Note 10 of our Notes to Financial Statements, we have entered into $25 million notional amount of interest rate swap contracts with The Bank of Nova Scotia in an attempt to reduce a portion of the interest rate risk arising from our leveraged capital structure. TYN has agreed to pay The Bank of Nova Scotia a fixed rate while receiving a floating rate based upon the 1-month U.S. Dollar London Interbank Offered Rate (“LIBOR”). The spread between the fixed swap rate and LIBOR is reflected in our Statement of Operations as a realized or unrealized gain when LIBOR exceeds the fixed rate (The Bank of Nova Scotia pays TYN the net difference) or a realized or unrealized loss when the fixed rate exceeds LIBOR (TYN pays The Bank of Nova Scotia the net difference). The interest rate swap contracts have a weighted average fixed rate of 1.70 percent and weighted average remaining maturity of approximately 5.3 years at May 31, 2013. This swap arrangement effectively fixes the cost of approximately 76 percent of our outstanding leverage as of May 31, 2013 over the remaining swap period.

Interest accrues on the margin facility at a rate equal to 1-month LIBOR plus 0.85 percent and unused balances are subject to a fee of 0.25 percent. The annual rate of leverage may vary in future periods as a result of changes in LIBOR, the utilization of our margin facility, and maturity of our interest rate swap contracts. Additional information on our leverage is disclosed below in Liquidity and Capital Resources and in our Notes to Financial Statements.

Distributable Cash Flow

For 2nd quarter 2013, our DCF was approximately $2.7 million, an increase of 6.0 percent as compared to 2nd quarter 2012 and an increase of 0.8 percent as compared to 1st quarter 2013. The changes are the net result of changes to distributions and expenses as outlined above. We declared a distribution of $2.5 million, or $0.3975 per share, during the quarter. This represents an increase of $0.01 per share as compared to 2nd quarter 2012 and an increase of $0.0025 per share as compared to 1st quarter 2013.

Our distribution coverage ratio was 109.1 percent for 2nd quarter 2013, an increase in the coverage ratio of 3.1 percent as compared to 2nd quarter 2012 and an increase of 0.1 percent as compared to 1st quarter 2013. Our goal is to pay what we believe to be sustainable distributions with any increases safely covered by earned DCF. A distribution coverage ratio of greater than 100 percent provides flexibility for on-going management of the portfolio, changes in leverage costs, the impact of taxes from realized gains and other expenses. An on-going distribution coverage ratio of less than 100 percent will, over time, erode the earning power of a portfolio and may lead to lower distributions. We expect to allocate a portion of the projected future growth in DCF to increase distributions to stockholders while also continuing to build critical distribution coverage to help preserve the sustainability of distributions to stockholders for the years ahead.

Net investment loss before income taxes on the Statement of Operations is adjusted as follows to reconcile to DCF for 2013 YTD and 2nd quarter 2013 (in thousands):

	2013			2nd Qtr
	YTD			2013
Net Investment Loss, before Income Taxes	$	(1,752	)	$	(1,338	)
Adjustments to reconcile to DCF:
Dividends paid in stock		455			205
Distributions characterized as return of capital		6,934			3,964
Interest rate swap expenses		(189	)		(96	)
DCF	$	5,448		$	2,735

2013 2nd Quarter Report       5

Management’s Discussion (Unaudited)
(Continued)

Liquidity and Capital Resources

We had total assets of $253 million at quarter-end. Our total assets reflect the value of our investments, which are itemized in the Schedule of Investments. It also reflects cash, interest and receivables and any expenses that may have been prepaid. During 2nd quarter 2013, total assets increased by approximately $7.9 million, primarily the result of a $6.7 million increase in the value of our investments as reflected by the change in realized and unrealized gains on investments (excluding return of capital on distributions) and net purchases of approximately $1.1 million.

Total leverage outstanding at May 31, 2013 was $32.9 million, an increase of $0.5 million as compared to February 28, 2013. Total leverage represented 13.0 percent of total assets at May 31, 2013, a decrease from 13.2 percent of total assets at February 28, 2013 and 14.8 percent at May 31, 2012. Our leverage as a percent of total assets remains below our long-term target level of 20 percent of total assets. This allows the opportunity to add leverage when compelling investment opportunities arise. Temporary increases to up to 25 percent of our total assets may be permitted, provided that such leverage is consistent with the limits set forth in the 1940 Act, and that such leverage is expected to be reduced over time in an orderly fashion to reach our long-term target. Our leverage ratio is impacted by increases or decreases in MLP values, issuance of equity and/or the sale of securities where proceeds are used to reduce leverage.

We have used leverage to acquire securities consistent with our investment philosophy. The terms of our leverage are governed by regulatory and contractual asset coverage requirements that arise from the use of leverage. Additional information on our leverage and asset coverage requirements is discussed in Note 9 in the Notes to Financial Statements. Our coverage ratio is updated each week on our Web site at www.tortoiseadvisors.com.

Taxation of our Distributions and Income Taxes

We invest in partnerships that generally have cash distributions in excess of their income for accounting and tax purposes. Accordingly, the distributions include a return of capital component for accounting and tax purposes. Distributions declared and paid by us in a year generally differ from taxable income for that year, as such distributions may include the distribution of current year taxable income or return of capital.

The taxability of the distribution you receive depends on whether we have annual earnings and profits (“E&P”). E&P is primarily comprised of the taxable income from MLPs with certain specified adjustments as reported on annual K-1s, fund operating expenses and net realized gains. If we have E&P, it is first allocated to preferred shares (if any) and then to the common shares.

In the event we have E&P allocated to our common shares, all or a portion of our distribution will be taxable at the Qualified Dividend Income (“QDI”) rate, assuming various holding requirements are met by the stockholder. The QDI rate is variable based on the taxpayer’s taxable income. The portion of our distribution that is taxable may vary for either of two reasons. First, the characterization of the distributions we receive from MLPs could change annually based upon the K-1 allocations and result in less return of capital and more in the form of income. Second, we could sell an MLP investment and realize a gain or loss at any time. It is for these reasons that we inform you of the tax treatment after the close of each year as the ultimate characterization of our distributions is undeterminable until the year is over.

E&P for 2012 exceeded total distributions to stockholders. As a result, for tax purposes, distributions to common stockholders for the year ended 2012 were 100 percent qualified dividend income. This information is reported to stockholders on Form 1099-DIV and is available on our Web site at www.tortoiseadvisors.com. For book purposes, the source of distributions to common stockholders for the year ended 2012 was 100 percent return of capital. We currently estimate that 80 to 100 percent of 2013 distributions will be characterized as qualified dividend income for tax purposes, with the remaining percentage, if any, characterized as return of capital. A final determination of the characterization will be made in January 2014.

As of November 30, 2012, we had approximately $6 million in capital loss carryforwards and $13 million in net operating losses. To the extent we have taxable income in the future that is not offset by either capital loss carryforwards or net operating losses, we will owe federal and state income taxes. Tax payments can be funded from investment earnings, fund assets or borrowings.

The unrealized gain or loss we have in the portfolio is reflected in the Statement of Assets and Liabilities. At May 31, 2013, our investments are valued at $252.4 million, with an adjusted cost of $157.8 million. The $94.6 million difference reflects unrealized gain that would be realized for financial statement purposes if those investments were sold at those values. The Statement of Assets and Liabilities also reflects either a net deferred tax liability or net deferred tax asset depending primarily upon unrealized gains (losses) on investments, realized gains (losses) on investments, capital loss carryforwards and net operating losses. At May 31, 2013, the balance sheet reflects a net deferred tax liability of approximately $40.0 million or $6.34 per share. Accordingly, our net asset value per share represents the amount which would be available for distribution to stockholders after payment of taxes. Details of our taxes are disclosed in Note 5 in our Notes to Financial Statements.

6       Tortoise North American Energy Corp.

Schedule of Investments
May 31, 2013

(Unaudited)

	Shares	Fair Value
Master Limited Partnerships and
Related Companies — 141.0%(1)
Crude/Refined Products Pipelines — 44.7%(1)
United States — 44.7%(1)
Buckeye Partners, L.P.(2)	155,600	$	10,291,384
Enbridge Energy Partners, L.P.(2)	290,604		8,575,724
Holly Energy Partners, L.P.(2)	95,360		3,429,146
Magellan Midstream Partners, L.P.(2)	301,400		15,669,786
MPLX LP	86,500		3,211,745
NuStar Energy L.P.(2)	125,400		5,842,386
Oiltanking Partners, L.P.	24,900		1,232,550
Plains All American Pipeline, L.P.(2)	290,600		16,325,908
Rose Rock Midstream, L.P.	19,042		703,792
Sunoco Logistics Partners L.P.(2)	158,440		9,591,958
Tesoro Logistics L.P.(2)	57,800		3,585,912
			78,460,291
Natural Gas/Natural Gas Liquids Pipelines — 63.4%(1)
United States — 63.4%(1)
Boardwalk Pipeline Partners, L.P.(2)	151,612		4,487,715
El Paso Pipeline Partners, L.P.(2)	370,310		15,216,038
Energy Transfer Equity, L.P.(2)	110,400		6,310,464
Energy Transfer Partners, L.P.(2)	206,800		10,052,548
Enterprise Products Partners L.P.(2)(3)	293,700		17,442,843
EQT Midstream Partners, L.P.	44,263		2,162,690
Inergy Midstream, L.P.	125,900		2,831,491
Inergy Midstream, L.P.(4)	23,809		533,798
Kinder Morgan Energy Partners, L.P.(2)	67,991		5,670,449
Kinder Morgan Management, L.L.C.(2)(5)	159,991		12,994,451
ONEOK Partners, L.P.(2)	144,240		7,465,862
Regency Energy Partners L.P.(2)	392,400		10,061,136
Spectra Energy Partners, L.P.(2)	121,100		4,312,371
TC PipeLines, L.P.(2)	27,000		1,176,390
Williams Partners L.P.(2)	212,300		10,591,647
			111,309,893
Natural Gas Gathering/Processing — 19.5%(1)
United States — 19.5%(1)
Access Midstream Partners, L.P.(2)	139,200		5,988,384
Crestwood Midstream Partners, L.P.	54,317		1,344,346
DCP Midstream Partners, L.P.(2)	130,100		6,218,780
MarkWest Energy Partners, L.P.(2)	92,400		6,083,616
Summit Midstream Partners, LP	45,300		1,412,001
Targa Resources Partners L.P.(2)	134,400		6,250,944
Western Gas Equity Partners, LP	41,104		1,538,112
Western Gas Partners L.P.(2)	90,700		5,335,881
			34,172,064
Oil and Gas Production — 12.1%(1)
United States — 12.1%(1)
BreitBurn Energy Partners L.P.(2)	181,288		3,359,267
EV Energy Partners, L.P.(2)	72,900		2,774,574
Legacy Reserves, L.P.(2)	109,155		2,892,607
Linn Energy, LLC(2)	256,200		8,428,980
Pioneer Southwest Energy Partners L.P.	47,800		1,553,500
Vanguard Natural Resources, LLC(2)	78,000		2,195,700
			21,204,628
Marine Transportation — 1.3%(1)
Republic of the Marshall Islands — 1.3%(1)
Teekay LNG Partners L.P.(2)	53,500		2,295,150
Total Master Limited Partnerships and
Related Companies (Cost $153,920,395)			247,442,026
Common Stock — 2.4%(1)
Marine Transportation — 0.9%(1)
Republic of the Marshall Islands — 0.9%(1)
Teekay Offshore Partners L.P.(2)	52,700		1,709,061
Other — 1.5%(1)
Republic of the Marshall Islands — 1.5%(1)
Seadrill Partners LLC	90,000		2,592,000
Total Common Stock (Cost $3,239,530)			4,301,061
Short-Term Investment — 0.4%(1)
United States Investment Company — 0.4%(1)
Fidelity Institutional Money Market Portfolio —
Class I, 0.08%(6) (Cost $640,512)	640,512		640,512
Total Investments — 143.8%(1)
(Cost $157,800,437)			252,383,599
Interest Rate Swap Contracts — (0.4%)(1)
$25,000,000 notional — Unrealized Depreciation(7)			(689,676	)
Other Assets and Liabilities — (43.4%)(1)			(76,226,106	)
Total Net Assets Applicable to Common
Stockholders — 100.0%(1)		$	175,467,817

(1)	Calculated as a percentage of net assets applicable to common stockholders.
(2)	All or a portion of the security is segregated as collateral for the margin borrowing facility. See Note 9 to the financial statements for further disclosure.
(3)	All or a portion of the security is segregated as collateral for the unrealized depreciation of interest rate swap contracts of $689,676.
(4)	Restricted securities have been fair valued in accordance with procedures approved by the Board of Directors and have a total fair value of $533,798, which represents 0.3% of net assets. See Note 7 to the financial statements for further disclosure.
(5)	Security distributions are paid-in-kind.
(6)	Rate reported is the current yield as of May 31, 2013.
(7)	See Note 10 to the financial statements for further disclosure.

See accompanying Notes to Financial Statements.

2013 2nd Quarter Report       7

Statement of Assets & Liabilities
May 31, 2013

(Unaudited)

Assets
Investments at fair value (cost $157,800,437)	$	252,383,599
Receivable for investments sold		73,006
Distributions receivable from master limited partnerships		15,990
Prepaid expenses and other assets		124,218
Total assets		252,596,813
Liabilities
Cash overdraft		500,000
Payable to Adviser		429,474
Distributions payable to common stockholders		2,506,702
Accrued expenses and other liabilities		127,063
Unrealized depreciation of interest rate swap contracts		689,676
Deferred tax liability		39,976,081
Short-term borrowings		32,900,000
Total liabilities		77,128,996
Net assets applicable to common stockholders	$	175,467,817
Net Assets Applicable to Common Stockholders Consist of:
Capital stock, $0.001 par value; 6,306,162 shares issued
and outstanding (100,000,000 shares authorized)	$	6,306
Additional paid-in capital		92,248,700
Accumulated net investment loss, net of income taxes		(3,121,726	)
Undistributed net realized gain, net of income taxes		15,085,713
Net unrealized appreciation of investments and
interest rate swap contracts, net of income taxes		71,248,824
Net assets applicable to common stockholders	$	175,467,817
Net Asset Value per common share outstanding
(net assets applicable to common stock,
divided by common shares outstanding)	$	27.82

Statement of Operations
Period from December 1, 2012 through May 31, 2013

(Unaudited)

Investment Income
Distributions from master limited partnerships	$	6,721,202
Less return of capital on distributions		(6,933,875	)
Net distributions from master limited partnerships		(212,673	)
Dividend income		115,721
Dividends from money market mutual funds		116
Total Investment Loss		(96,836	)
Operating Expenses
Advisory fees		1,210,101
Professional fees		80,869
Administrator fees		48,439
Directors’ fees		26,740
Stockholder communication expenses		26,397
Fund accounting fees		19,575
Registration fees		12,252
Custodian fees and expenses		6,865
Stock transfer agent fees		6,015
Other operating expenses		24,283
Total Operating Expenses		1,461,536
Leverage Expenses
Interest expense		193,067
Total Expenses		1,654,603
Net Investment Loss, before Income Taxes		(1,751,439	)
Deferred tax benefit		648,682
Net Investment Loss		(1,102,757	)
Realized and Unrealized Gain on Investments
and Interest Rate Swaps
Net realized gain on investments		12,368,123
Net realized loss on interest rate swap settlements		(187,357	)
Net realized gain, before income taxes		12,180,766
Deferred tax expense		(4,511,402	)
Net realized gain on investments and
interest rate swaps		7,669,364
Net unrealized appreciation of investments		20,045,644
Net unrealized appreciation of interest rate swap contracts		672,637
Net unrealized appreciation, before income taxes		20,718,281
Deferred tax expense		(7,673,450	)
Net unrealized appreciation of investments
and interest rate swap contracts		13,044,831
Net Realized and Unrealized Gain on Investments
and Interest Rate Swaps		20,714,195
Net Increase in Net Assets Applicable to
Common Stockholders Resulting from Operations	$	19,611,438

See accompanying Notes to Financial Statements.

8       Tortoise North American Energy Corp.

Statement of Changes in Net Assets

	Period from
	December 1, 2012
	through			Year Ended
	May 31, 2013			November 30, 2012
	(Unaudited)
Operations
Net investment loss	$	(1,102,757	)	$	(1,439,536	)
Net realized gain on investments and interest rate swaps		7,669,364			12,025,458
Net unrealized appreciation of investments and interest rate swap contracts		13,044,831			3,842,041
Net increase in net assets applicable to common stockholders                resulting from operations		19,611,438			14,427,963
Distributions to Common Stockholders
Return of capital		(4,995,669	)		(9,792,027	)
Capital Stock Transactions
Issuance of 4,971 and 5,441 common shares from reinvestment of           distributions to stockholders, respectively		135,509			138,963
Total increase in net assets applicable to common stockholders		14,751,278			4,774,899
Net Assets
Beginning of period		160,716,539			155,941,640
End of period	$	175,467,817		$	160,716,539
Accumulated net investment loss, net of income taxes, end of period	$	(3,121,726	)	$	(2,018,969	)

See accompanying Notes to Financial Statements.

2013 2nd Quarter Report       9

Statement of Cash Flows 
Period from December 1, 2012 through May 31, 2013

(Unaudited)

Cash Flows from Operating Activities
Distributions received from master limited partnerships	$	6,721,007
Dividend income received		115,835
Purchases of long-term investments		(24,798,972	)
Proceeds from sales of long-term investments		24,269,042
Purchases of short-term investments, net		(568,907	)
Payments on interest rate swap contracts, net		(187,357	)
Interest expense paid		(193,129	)
Operating expenses paid		(1,465,319	)
Net cash provided by operating activities		3,892,200
Cash Flows from Financing Activities
Advances from margin loan facility		12,300,000
Repayments on margin loan facility		(14,200,000	)
Distributions paid to common stockholders		(2,492,200	)
Net cash used in financing activities		(4,392,200	)
Net change in cash		(500,000	)
Cash — beginning of period		—
Cash overdraft — end of period	$	(500,000	)
Reconciliation of net increase in net assets applicable
to common stockholders resulting from operations
to net cash provided by operating activities
Net increase in net assets applicable to common
stockholders resulting from operations	$	19,611,438
Adjustments to reconcile net increase in net assets
applicable to common stockholders resulting from
operations to net cash provided by operating activities:
Purchases of long-term investments		(24,798,972	)
Proceeds from sales of long-term investments		24,342,048
Purchases of short-term investments, net		(568,907	)
Return of capital on distributions received		6,933,875
Deferred tax expense		11,536,170
Net unrealized appreciation of investments and
interest rate swap contracts		(20,718,281	)
Net realized gain on investments		(12,368,123	)
Changes in operating assets and liabilities:
Increase in distributions receivable from
master limited partnerships		(195	)
Increase in receivable for investments sold		(73,006	)
Increase in prepaid expenses and other assets		(29,971	)
Increase in payable to Adviser		53,186
Decrease in accrued expenses and other liabilities		(27,062	)
Total adjustments		(15,719,238	)
Net cash provided by operating activities	$	3,892,200
Non-Cash Financing Activities
Reinvestment of distributions by common stockholders
in additional common shares	$	135,509

See accompanying Notes to Financial Statements.

10       Tortoise North American Energy Corp.

Financial Highlights 

	Period from December 1, 2012 through May 31, 2013				Year Ended November 30, 2012				Year Ended November 30, 2011				Year Ended November 30, 2010				Year Ended November 30, 2009				Year Ended November 30, 2008
	(Unaudited)
Per Common Share Data(1)
Net Asset Value, beginning of period		$	25.51			$	24.77			$	24.51			$	20.22			$	10.78			$	27.25
Income (Loss) from Investment Operations
Net investment income (loss)(2)			(0.17	)			(0.23	)			(0.12	)			(0.09	)			0.25				0.43
Net realized and unrealized gain (loss) on investments and                interest rate swaps contracts(2)			3.27				2.53				1.89				5.86				10.67				(15.14	)
Total income (loss) from investment operations			3.10				2.30				1.77				5.77				10.92				(14.71	)
Distributions to Preferred Stockholders
Return of capital			—				—				—				—				—				(0.17	)
Distributions to Common Stockholders
Net realized gain			—				—				—				—				—				(0.10	)
Return of capital			(0.79	)			(1.56	)			(1.51	)			(1.48	)			(1.48	)			(1.49	)
Total distributions to common stockholders			(0.79	)			(1.56	)			(1.51	)			(1.48	)			(1.48	)			(1.59	)
Net Asset Value, end of period		$	27.82			$	25.51			$	24.77			$	24.51			$	20.22			$	10.78
Per common share market value, end of period		$	31.18			$	25.06			$	24.05			$	24.44			$	19.49			$	9.25
Total Investment Return Based on Market Value(3)			27.96	%			10.87	%			4.77	%			33.62	%			131.66	%			(55.98	)%
Supplemental Data and Ratios
Net assets applicable to common stockholders,           end of period (000’s)		$	175,468			$	160,717			$	155,942			$	154,289			$	126,609			$	49,716
Average net assets (000’s)		$	172,197			$	160,825			$	157,410			$	141,986			$	80,041			$	113,045
Ratio of Expenses to Average Net Assets(4)
Advisory fees			1.41	%			1.36	%			1.28	%			1.19	%			1.13	%			1.50	%
Other expenses			0.29				0.31				0.32				0.38				1.01				0.48
Fee waiver			—				(0.01	)			(0.07	)			(0.12	)			(0.12	)			(0.23	)
Subtotal			1.70				1.66				1.53				1.45				2.02				1.75
Leverage expenses(5)			0.22				0.24				0.47				0.75				1.17				3.71
Income tax expense (benefit)(6)			13.44				5.31				4.30				13.10				(4.70	)			0.06
Total expenses			15.36	%			7.21	%			6.30	%			15.30	%			(1.51	)%			5.52	%

See accompanying Notes to Financial Statements.

2013 2nd Quarter Report       11

Financial Highlights 
(Continued)

	Period from December 1, 2012 through May 31, 2013				Year Ended November 30, 2012				Year Ended November 30, 2011				Year Ended November 30, 2010				Year Ended November 30, 2009				Year Ended November 30, 2008
	(Unaudited)
Ratio of net investment income (loss) to average net assets           before fee waiver(4)(5)			(1.28	)%			(0.90	)%			(0.54	)%			(0.50	)%			1.82	%			1.51	%
Ratio of net investment income (loss) to average net assets           after fee waiver(4)(5)			(1.28	)%			(0.89	)%			(0.47	)%			(0.38	)%			1.94	%			1.74	%
Portfolio turnover rate			10.01	%			22.37	%			27.34	%			27.89	%			41.90	%			36.69	%
Short-term borrowings, end of period (000’s)		$	32,900			$	34,800			$	31,300			$	10,400			$	5,900				—
Long-term debt obligations, end of period (000’s)			—				—				—			$	15,000			$	15,000			$	15,000
Preferred stock, end of period (000’s)			—				—				—				—				—			$	10,000
Per common share amount of long-term debt obligations           outstanding, end of period			—				—				—			$	2.38			$	2.40			$	3.25
Per common share amount of net assets, excluding           long-term debt obligations, end of period		$	27.82			$	25.51			$	24.77			$	26.89			$	22.61			$	14.03
Asset coverage, per $1,000 of principal amount of           long-term debt obligations and short-term borrowings(7)		$	6,333			$	5,618			$	5,982			$	7,074			$	7,058			$	4,981
Asset coverage ratio of long-term debt obligations           and short-term borrowings(7)			633	%			562	%			598	%			707	%			706	%			498	%
Asset coverage, per $25,000 liquidation value per share           of preferred stock(8)			—				—				—				—				—			$	74,716
Asset coverage ratio of preferred stock(8)			—				—				—				—				—				299	%

(1)	Information presented relates to a share of common stock outstanding for the entire period.
(2)	The per common share data for the years ended November 30, 2012, 2011, 2010, 2009, and 2008 do not reflect the change in estimate of investment income and return of capital, for the respective year. See Note 2E to the financial statements for further disclosure.
(3)	Not annualized for periods less than one full year. Total investment return is calculated assuming a purchase of common stock at the beginning of the period and a sale at the closing price on the last day of the period reported (excluding broker commissions). The calculation also assumes reinvestment of distributions at actual prices pursuant to the Company’s dividend reinvestment plan.
(4)	Annualized for periods less than one full year.
(5)	The expense ratios and net investment income (loss) ratios do not reflect the effect of distributions to preferred stockholders.
(6)	For the period from December 1, 2012 through May 31, 2013, the Company accrued $11,536,170 for net deferred income tax expense. For the year ended November 30, 2012, the Company accrued $13,102 for current income tax expense and $8,530,007 for net deferred income tax expense. For the years ended November 30, 2011 and 2010, the Company accrued $6,732,194 and $18,559,864, respectively, for net deferred income tax expense. For the year ended November 30, 2009, the Company accrued $3,732,366 for net deferred income tax benefit, which included $5,488,509 of deferred income tax benefit for the timing differences at December 1, 2008 when the Company converted to a taxable corporation. The Company accrued $44,786, $39,097, $(28,837) and $68,509 for the years ended November 30, 2011, 2010, 2009 and 2008, respectively, for current and foreign tax (benefit) expense.
(7)	Represents value of total assets less all liabilities and indebtedness not represented by long-term debt obligations, short-term borrowings and preferred stock at the end of the period divided by long-term debt obligations and short-term borrowings outstanding at the end of the period.
(8)	Represents value of total assets less all liabilities and indebtedness not represented by long-term debt obligations, short-term borrowings and preferred stock at the end of the period divided by long-term debt obligations, short-term borrowings and preferred stock outstanding at the end of the period.

See accompanying Notes to Financial Statements.

12       Tortoise North American Energy Corp.

Notes to Financial Statements (Unaudited)
May 31, 2013

1. Organization

Tortoise North American Energy Corporation (the “Company”) was organized as a Maryland corporation on January 13, 2005, and is a non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company’s investment objective is to seek a high level of total return with an emphasis on distribution income paid to stockholders. The Company seeks to provide its stockholders with a vehicle to invest in a portfolio consisting primarily of publicly traded U.S. master limited partnerships (“MLPs”), including oil and gas exploitation, energy infrastructure and energy shipping companies. The Company commenced operations on October 31, 2005. The Company’s stock is listed on the New York Stock Exchange under the symbol “TYN.”

2. Significant Accounting Policies

A. Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, recognition of distribution income and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

B. Investment Valuation

The Company primarily owns securities that are listed on a securities exchange or over-the-counter market. The Company values those securities at their last sale price on that exchange or over-the-counter market on the valuation date. If the security is listed on more than one exchange, the Company uses the price from the exchange that it considers to be the principal exchange on which the security is traded. Securities listed on the NASDAQ will be valued at the NASDAQ Official Closing Price, which may not necessarily represent the last sale price. If there has been no sale on such exchange or over-the-counter market on such day, the security will be valued at the mean between the last bid price and last ask price on such day.

The Company may invest up to 50 percent of its total assets in restricted securities. Restricted securities are subject to statutory and contractual restrictions on their public resale, which may make it more difficult to obtain a valuation and may limit the 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 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.

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 or otherwise will become freely tradable will be valued based on the market value of the freely tradable security less an applicable discount. Generally, the discount will initially be equal to the discount at which the Company purchased the securities. To the extent that such securities are convertible or otherwise become freely tradable within a time frame that may be reasonably determined, an amortization schedule may be used to determine the discount.

The Company generally values debt securities at prices based on market quotations for such securities, except those securities purchased with 60 days or less to maturity are valued on the basis of amortized cost, which approximates market value.

The Company generally values its interest rate swap contracts using industry-accepted models which discount the estimated future cash flows based on the stated terms of the interest rate swap agreement by using interest rates currently available in the market, or based on dealer quotations, if available.

C. Foreign Currency Translation

For foreign currency, investments in foreign securities, and other assets and liabilities denominated in a foreign currency, the Company translates these amounts into U.S. dollars on the following basis:

(1)	market value of investment securities, assets and liabilities at the current rate of exchange on the valuation date and
(2)	purchases and sales of investment securities, income and expenses at the relevant rates of exchange on the respective dates of such transactions.

The Company does not isolate that portion of gains and losses on investments that is due to changes in the foreign exchange rates from that which is due to changes in market prices of equity securities.

D. Foreign Withholding Taxes

The Company may be subject to taxes imposed by countries in which it invests with respect to its investment in issuers existing or operating in such countries. Such taxes are generally based on income earned. The Company accrues such taxes when the related income is earned.

E. Security Transactions and Investment Income

Security transactions are accounted for on the date the securities are purchased or sold (trade date). Realized gains and losses are reported on an identified cost basis. Interest income is recognized on the accrual basis, including amortization of premiums and accretion of discounts. Dividend and distribution income is recorded on the ex-dividend date. Distributions received from the Company’s investments in MLPs generally are comprised of ordinary income and return of capital from the MLPs. The Company allocates distributions between investment income and return of capital based on estimates made at the time such distributions are received. Such estimates are based on information provided by each MLP and other industry sources. These estimates may subsequently be revised based on actual allocations received from MLPs after their tax reporting periods are concluded, as the actual character of these distributions is not known until after the fiscal year end of the Company.

2013 2nd Quarter Report       13

Notes to Financial Statements (Unaudited)
(Continued)

For the period from December 1, 2011 through November 30, 2012, the Company estimated the allocation of investment income and return of capital for the distributions received from MLPs within the Statement of Operations. For this period, the Company had estimated approximately 10 percent of total distributions as investment income and approximately 90 percent as return of capital.

Subsequent to November 30, 2012, the Company reallocated the amount of investment income and return of capital it recognized for the period from December 1, 2011 through November 30, 2012 based on the 2012 tax reporting information received from the individual MLPs. This reclassification amounted to a decrease in pre-tax net investment income of approximately $775,000 or $0.123 per share ($486,000 or $0.077 per share, net of deferred tax benefit), an increase in unrealized appreciation of investments of approximately $726,000 or $0.115 per share ($455,000 or $0.072 per share, net of deferred tax expense), and an increase in realized gains of approximately $49,000 or $0.008 per share ($31,000 or $0.005 per share, net of deferred tax expense) for the period from December 1, 2012 through May 31, 2013.

Subsequent to the period ended February 28, 2013, the Company reallocated the amount of investment income and return of capital it recognized in the current fiscal year based on its revised 2013 estimates, after considering the final allocations for 2012. This reclassification amounted to a decrease in pre-tax net investment income of approximately $57,000 or $0.009 per share ($36,000 or $0.006 per share, net of deferred tax benefit), a decrease in unrealized appreciation of investments of approximately $162,000 or $0.026 per share ($101,000 or $0.016 per share, net of deferred tax benefit), and an increase in realized gains of approximately $219,000 or $0.035 per share ($137,000 or $0.022 per share, net of deferred tax expense).

F. Distributions to Stockholders

Distributions to common stockholders are recorded on the ex-dividend date. The Company may not declare or pay distributions to its common stockholders if it does not meet asset coverage ratios required under the 1940 Act or the rating agency guidelines for its debt and preferred stock (if any) following such distribution. The character of distributions to stockholders made during the year may differ from their ultimate characterization for federal income tax purposes. For book purposes, the source of the Company’s distributions to common stockholders for the year ended November 30, 2012 and the period ended May 31, 2013 was 100 percent return of capital. For tax purposes, the Company’s distributions to common stockholders for the year ended November 30, 2012 were 100 percent qualified dividend income. The tax character of distributions paid to common stockholders in the current year will be determined subsequent to November 30, 2013.

G. Federal Income Taxation

From the Company’s inception through November 30, 2008, the Company qualified as a regulated investment company (“RIC”) under the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Effective December 1, 2008, the Company is treated as a taxable corporation for federal and state income tax purposes. The Company, as a corporation, is obligated to pay federal and state income tax on its taxable income. Currently, the highest regular marginal federal income tax rate for a corporation is 35 percent; however, the Company anticipates a marginal effective rate of 34 percent due to expectations of the level of taxable income relative to the federal graduated tax rates, including the tax rate anticipated when temporary differences reverse. The Company may be subject to a 20 percent federal alternative minimum tax (“AMT”) on its federal alternative minimum taxable income to the extent that its AMT exceeds its regular federal income tax.

The Company invests in MLPs, which generally are treated as partnerships for federal income tax purposes. As a limited partner in the MLPs, the Company reports its allocable share of the 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.

H. Offering and Debt Issuance Costs

Offering costs related to the issuance of common and preferred stock are charged to additional paid-in capital when the stock is issued. Debt issuance costs related to long-term debt obligations are capitalized and amortized over the period the debt is outstanding.

I. Derivative Financial Instruments

The Company uses derivative financial instruments (principally interest rate swap and forward foreign currency contracts) to manage interest rate and currency risks. The Company has established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. The Company does not hold or issue derivative financial instruments for speculative purposes. All derivative financial instruments are recorded at fair value with changes in fair value during the reporting period, and amounts accrued under the agreements, included as unrealized gains or losses in the accompanying Statement of Operations. Cash settlements under the terms of the interest rate swap and forward foreign currency contracts and termination of such contracts are recorded as realized gains or losses in the accompanying Statement of Operations.

J. Indemnifications

Under the Company’s organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the Company. In addition, in the normal course of business, the Company may enter into contracts that provide general indemnification to other parties. The Company’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not yet occurred, and may not occur. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

14       Tortoise North American Energy Corp.

Notes to Financial Statements (Unaudited)
(Continued)

K. Recent Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board issued ASU 2011-11 “Balance Sheet (Topic 210) Disclosures about Offsetting Assets and Liabilities”. ASU 2011-11 requires new disclosures for recognized financial instruments and derivative instruments that are either offset on the balance sheet in accordance with the offsetting guidance in ASC 210-20-45 or ASC 815-10-45 or are subject to an enforceable master netting arrangement or similar arrangement. ASU 2011-11 is effective for periods beginning on or after January 1, 2013 and must be applied retrospectively. Management is currently evaluating the impact of these amendments on the financial statements.

In January 2013, the Financial Accounting Standards Board issued Accounting Standards Update No. 2013-01 “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities” (“ASU 2013-01”) which amended Accounting Standards Codification Subtopic 210-20, Balance Sheet Offsetting. ASU 2013-01 clarified the scope of ASU No. 2011-11 “Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). ASU 2013-01 clarifies the scope of ASU 2011-11 as applying to derivatives accounted for in accordance with Topic 815, Derivatives and Hedging, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are offset either in accordance with other requirements of U.S. GAAP or subject to an enforceable master netting arrangement or similar agreement. The guidance in ASU 2013-01 and ASU 2011-11 is effective for interim and annual periods beginning on or after January 1, 2013. Adoption of ASU 2011-11 will have no effect on the Company’s net assets. Management is currently evaluating any impact ASU 2013-01 and ASU 2011-11 may have on the Company’s financial statements.

3. Concentration of Risk

Under normal conditions, the Company will have at least 80 percent of its total assets in equity securities of companies in the energy sector with their primary operations in North America (“Energy Companies”). Energy Companies include companies that derive more than 50 percent of their revenues from transporting, processing, storing, distributing or marketing natural gas, natural gas liquids, electricity, coal, crude oil or refined petroleum products, or exploring, developing, managing or producing such commodities. The Company may invest up to 50 percent of its total assets in restricted securities. In determining application of these policies, the term “total assets” includes assets obtained through leverage. Companies that primarily invest in a particular sector may experience greater volatility than companies investing in a broad range of industry sectors. The Company may, for defensive purposes, temporarily invest all or a significant portion of its assets in investment grade securities, short-term debt securities and cash or cash equivalents. To the extent the Company uses this strategy, it may not achieve its investment objective.

4. Agreements

The Company has entered into an Investment Advisory Agreement with Tortoise Capital Advisors, L.L.C. (the “Adviser”). Under the terms of the agreement, the Company pays the Adviser a fee equal to an annual rate of 1.00 percent of the Company’s average monthly total assets (including any assets attributable to leverage) minus accrued liabilities (other than debt entered into for purposes of leverage and the aggregate liquidation preference of outstanding preferred stock, if any) (“Managed Assets”), in exchange for the investment advisory services provided.

U.S. Bancorp Fund Services, LLC serves as the Company’s administrator. The Company pays the administrator a monthly fee computed at an annual rate of 0.04 percent of the first $1,000,000,000 of the Company’s Managed Assets, 0.01 percent on the next $500,000,000 of Managed Assets and 0.005 percent on the balance of the Company’s Managed Assets.

Computershare Trust Company, N.A. serves as the Company’s transfer agent and registrar and Computershare Inc. serves as the Company’s dividend paying agent and agent for the automatic dividend reinvestment plan.

U.S. Bank, N.A. serves as custodian of the Company’s cash and investment securities. The Company pays the custodian a monthly fee computed at an annual rate of 0.004 percent of the Company’s portfolio assets, plus portfolio transaction fees.

5. Income Taxes

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting and tax purposes. Components of the Company’s deferred tax assets and liabilities as of May 31, 2013, are as follows:

Deferred tax assets:
Net operating loss carryforwards	$	6,301,994
Capital loss carryforwards		621,918
AMT credit		33,959
Organization costs		39,097
State of Kansas credit		4,055
		7,001,023
Deferred tax liabilities:
Basis reduction of investment in MLPs		11,990,143
Net unrealized gains on investment securities		34,986,961
		46,977,104
Total net deferred tax liability	$	39,976,081

At May 31, 2013, a valuation allowance on deferred tax assets was not deemed necessary because the Company believes it is more likely than not that there is an ability to realize its deferred tax assets through future taxable income of the appropriate character. Any adjustments to the Company’s estimates of future taxable income will be made in the period such determination is made. The Company recognizes the tax benefits of uncertain tax positions only when the position is “more likely than not” to be sustained upon examination by the tax authorities based on the technical merits of the tax position. The Company’s policy is to record interest and penalties on uncertain tax positions as part of tax expense. As of May 31, 2013, the Company had no uncertain tax positions and no penalties and interest were accrued. Tax years subsequent to the year ending November 30, 2008 remain open to examination by federal and state tax authorities.

2013 2nd Quarter Report       15

Notes to Financial Statements (Unaudited)
(Continued)

Total income tax expense differs from the amount computed by applying the federal statutory income tax rate of 34 percent to net investment loss and net realized and unrealized gains on investments for the period ended May 31, 2013, as follows:

Application of statutory income tax rate	$	10,590,187
State income taxes, net of federal tax benefit		1,012,297
Dividends received deduction		(66,314	)
Total income tax expense	$	11,536,170

Total income taxes are computed by applying the federal statutory rate plus a blended state income tax rate.

For the period from December 1, 2012 through May 31, 2013, the components of income tax expense include deferred federal and state income tax expense (net of federal tax benefit) of $10,529,659 and $1,006,511, respectively.

The Company acquired all of the net assets of Tortoise Gas and Oil Corporation (“TGO”) on September 14, 2009 in a tax-free reorganization under Section 368(a)(1)(C) of the Internal Revenue Code. As of November 30, 2012, the Company had a net operating loss for federal income tax purposes of approximately $13,408,000. This includes a net operating loss of approximately $7,935,000 from TGO. The net operating loss may be carried forward for 20 years. If not utilized, this net operating loss will expire as follows: $2,677,000, $5,258,000, $463,000, $2,247,000, $5,000 and $2,758,000 in the years ending November 30, 2027, 2028, 2029, 2030, 2031 and 2032, respectively. Utilization of the net operating loss from TGO is further subject to Section 382 limitations of the Internal Revenue Code, which limit tax attributes subsequent to ownership changes.

As of November 30, 2012, the Company had a capital loss carryforward of approximately $5,900,000, which may be carried forward for 5 years. This amount includes a capital loss of approximately $1,400,000 from TGO. If not utilized, the capital loss will expire as follows: $1,400,000 and $4,500,000 in the years ending November 30, 2013 and 2014, respectively. The amount of deferred tax asset for these items at May 31, 2013 includes amounts for the period from December 1, 2012 through May 31, 2013. For corporations, capital losses can only be used to offset capital gains and cannot be used to offset ordinary income. As of November 30, 2012, an AMT credit of $33,959 was available, which may be credited in the future against regular income tax. This credit may be carried forward indefinitely.

As of May 31, 2013, the aggregate cost of securities for federal income tax purposes was $125,612,135. The aggregate gross unrealized appreciation for all securities in which there was an excess of fair value over tax cost was $126,771,464, the aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over fair value was $0 and the net unrealized appreciation was $126,771,464.

6. Fair Value of Financial Instruments

Various inputs are used in determining the value of the Company’s investments. These inputs are summarized in the three broad levels listed below:

Level 1 —	quoted prices in active markets for identical investments
Level 2 —	other significant observable inputs (including quoted prices for similar investments, market corroborated inputs, etc.)
Level 3 —	significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following table provides the fair value measurements of applicable Company assets by level within the fair value hierarchy as of May 31, 2013. These assets are measured on a recurring basis.

Description	Fair Value at May 31, 2013		Level 1		Level 2		Level 3
Assets
Equity Securities:
Common Stock(a)	$	4,301,061	$	4,301,061	$	—	$	—
Master Limited Partnerships               and Related Companies(a)		247,442,026		246,908,228		533,798		—
Total Equity Securities		251,743,087		251,209,289		533,798		—
Other Securities:
Short-Term Investment(b)		640,512		640,512		—		—
Total Assets	$	252,383,599	$	251,849,801	$	533,798	$	—
Liabilities
Interest Rate Swap Contracts	$	689,676	$	—	$	689,676	$	—

(a)	All other industry classifications are identified in the Schedule of Investments.
(b)	Short-term investment is a sweep investment for cash balances in the Company at May 31, 2013.

The Company did not hold any Level 3 securities during the period from December 1, 2012 through May 31, 2013.

Valuation Techniques

In general, and where applicable, the Company uses readily available market quotations based upon the last updated sales price from the principal market to determine fair value. This pricing methodology applies to the Company’s Level 1 investments.

An equity security of a publicly traded company acquired in a private placement transaction without registration under the Securities Act of 1933, as amended (the “1933 Act”), is subject to restrictions on resale that can affect the security’s fair value. If such a security is convertible into publicly-traded common shares, the security generally will be valued at the common share market price adjusted by a percentage discount due to the restrictions and categorized as Level 2 in the fair value hierarchy. If the security has characteristics that are dissimilar to the class of security that trades on the open market, the security will generally be valued and categorized as Level 3 in the fair value hierarchy.

Interest rate swap contracts are valued by using industry-accepted models which discount the estimated future cash flows based on a forward rate curve and the stated terms of the interest rate swap agreement by using interest rates currently available in the market, or based on dealer quotations, if available, which applies to the Company’s Level 2 liabilities.

The Company utilizes the beginning of reporting period method for determining transfers between levels. There were no transfers between levels during the period ended May 31, 2013.

16       Tortoise North American Energy Corp.

Notes to Financial Statements (Unaudited)
(Continued)

7. Restricted Security

Certain of the Company’s investments are restricted and are valued as determined in accordance with procedures established by the Board of Directors, as more fully described in Note 2. The table below shows the number of units held, acquisition date, acquisition cost, fair value, fair value per share and percent of net assets which the security comprises at May 31, 2013.

Investment Security	Number of Shares	Acquisition Date	Acquisition Cost	Fair Value	Fair Value Per Share	Fair Value as Percent of Net Assets
Inergy Midstream, L.P.        Unregistered Common Units	23,809	12/7/12	$ 499,989	$ 533,798	$ 22.42	0.3%

The carrying value per unit of unrestricted common units of Inergy Midstream, L.P. was $23.10 on November 3, 2012, the date of the purchase agreement and the date an enforceable right to acquire the restricted Inergy Midstream, L.P. units was obtained by the Company.

8. Investment Transactions

For the period from December 1, 2012 through May 31, 2013, the Company purchased (at cost) and sold securities (proceeds received) in the amount of $24,798,972 and $24,342,048 (excluding short-term debt securities), respectively.

9. Credit Facility

As of May 31, 2013, the Company has a 270-day rolling evergreen margin loan facility with Bank of America, N.A. The terms of the agreement provide for a $40,000,000 facility that is secured by certain of the Company’s assets. Outstanding balances generally will accrue interest at a variable rate equal to one-month LIBOR plus 0.85 percent and unused portions of the facility will accrue a fee equal to an annual rate of 0.25 percent.

The average principal balance and interest rate for the period during which the margin loan facility was utilized during the period ended May 31, 2013, was approximately $35,100,000 and 1.05 percent, respectively. At May 31, 2013, the principal balance outstanding was $32,900,000 at an interest rate of 1.04 percent.

Under the terms of the margin loan facility, the Company must maintain asset coverage required under the 1940 Act. If the Company fails to maintain the required coverage, it may be required to repay a portion of an outstanding balance until the coverage requirement has been met. At May 31, 2013, the Company was in compliance with the terms of the margin loan facility.

10. Interest Rate Swap Contracts

The Company has entered into interest rate swap contracts in an attempt to protect itself from increasing interest expense on its leverage resulting from increasing short-term interest rates. A decline in interest rates may result in a decline in the value of the swap contracts, which may result in a decline in the net assets of the Company. At the time the interest rate swap contracts reach their scheduled termination, there is a risk that the Company would not be able to obtain a replacement transaction, or that the terms of the replacement would not be as favorable as on the expiring transaction. In addition, if the Company is required to terminate any swap contract early due to the net assets of the Company falling below $48,000,000 or the Company failing to maintain a required 300 percent asset coverage of the liquidation value of the outstanding debt, then the Company could be required to make a termination payment to the extent of the Company’s net liability position, in addition to redeeming all or some of the debt. The Company segregates a portion of its assets as collateral for the amount of any net liability of its interest rate swap contracts. Details of the interest rate swap contracts outstanding as of May 31, 2013, are as follows:

Counterparty	Maturity Date	Notional Amount		Fixed Rate Paid by the Company	Floating Rate Received by the Company	Unrealized Depreciation
The Bank of Nova Scotia	09/02/2014	$	5,000,000	0.654%	1-month U.S. Dollar LIBOR		$	(26,281)
The Bank of Nova Scotia	09/02/2016		5,000,000	1.258%	1-month U.S. Dollar LIBOR			(105,500)
The Bank of Nova Scotia	09/02/2018		5,000,000	1.815%	1-month U.S. Dollar LIBOR			(168,228)
The Bank of Nova Scotia	09/02/2021		10,000,000	2.381%	1-month U.S. Dollar LIBOR			(389,667)
		$	25,000,000				$	(689,676)

The Company is exposed to credit risk on the interest rate swap contracts if the counterparty should fail to perform under the terms of the interest rate swap contracts. The amount of credit risk is limited to the net appreciation of the interest rate swap contracts, if any, as no collateral is pledged by the counterparty. In addition, if the counterparty to the interest rate swap contracts defaults, the Company would incur a loss in the amount of the receivable and would not receive amounts due from the counterparty to offset the interest payments on the Company’s leverage.

The unrealized appreciation of interest rate swap contracts in the amount of $672,637 for the period ended May 31, 2013 is included in the Statement of Operations. Cash settlement payments under the terms of the interest rate swap contracts in the amount of $187,357 are recorded as realized losses for the period ended May 31, 2013. The total notional amount of all open swap agreements at May 31, 2013 is indicative of the volume of this derivative type for the period ended May 31, 2013.

11. Common Stock

The Company has 100,000,000 shares of capital stock authorized and 6,306,162 shares outstanding at May 31, 2013. Transactions in common stock for the period ended May 31, 2013, were as follows:

Shares at November 30, 2012	6,301,191
Shares issued through reinvestment of distributions	4,971
Shares at May 31, 2013	6,306,162

12. Subsequent Events

On June 3, 2013, the Company paid a distribution in the amount of $0.3975 per common share, for a total of $2,506,699. Of this total, the dividend reinvestment amounted to $134,438.

The Company has performed an evaluation of subsequent events through the date the financial statements were issued and has determined that no additional items require recognition or disclosure.

2013 2nd Quarter Report       17

Additional Information (Unaudited)
 

Stockholder Proxy Voting Results

The annual meeting of stockholders was held on May 30, 2013. The matters considered at the meeting, together with the actual vote tabulations relating to such matters are as follows:

1.  To elect two directors of the Company, to hold office for a term of three years and until their successors are duly elected and qualified.

	No. of Shares
John R. Graham
Affirmative	3,916,042
Withheld	570,163
TOTAL	4,486,205
	No. of Shares
H. Kevin Birzer
Affirmative	3,914,254
Withheld	571,951
TOTAL	4,486,205

Each of Conrad S. Ciccotello and Terry Matlack continued as a director with a term expiring on the date of the 2014 annual meeting of stockholders. Charles E. Heath continued as a director and his term expires on the date of the 2015 annual meeting of stockholders.

2.  To approve a proposal to authorize flexibility to the Company to sell its common shares for less than net asset value, subject to certain conditions.

Vote of Common Stockholders	No. of
of Record (26 Stockholders of	Recordholders
Record as of Record Date)	Voting
Affirmative	17
Against	3
Abstain	2
Broker Non-votes	0
TOTAL	22
Vote of Stockholders	No. of Shares
Affirmative	1,187,942
Against	350,509
Abstain	42,884
Broker Non-votes	2,904,870
TOTAL	4,486,205

3.  To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending November 30, 2013.

	No. of Shares
Affirmative	4,439,594
Against	31,586
Abstain	15,025
TOTAL	4,486,205

Based upon votes required for approval, each of these matters passed.

Director and Officer Compensation

The Company does not compensate any of its directors who are “interested persons,” as defined in Section 2(a)(19) of the 1940 Act, nor any of its officers. For the period ended May 31, 2013, the aggregate compensation paid by the Company to the independent directors was $25,500. The Company did not pay any special compensation to any of its directors or officers.

Forward-Looking Statements

This report contains “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. By their nature, all forward-looking statements involve risks and uncertainties, and actual results could differ materially from those contemplated by the forward-looking statements. Several factors that could materially affect the Company’s actual results are the performance of the portfolio of stocks held by it, the conditions in the U.S. and international financial, petroleum and other markets, the price at which shares of the Company will trade in the public markets and other factors discussed in filings with the SEC.

Proxy Voting Policies

A description of the policies and procedures that the Company uses to determine how to vote proxies relating to portfolio securities owned by the Company and information regarding how the Company voted proxies relating to the portfolio of securities during the 12-month period ended June 30, 2012 is available to stockholders (i) without charge, upon request by calling the Company at (913) 981-1020 or toll-free at (866) 362-9331 and on the Company’s Web site at www.tortoiseadvisors.com; and (ii) on the SEC’s Web site at www.sec.gov.

Form N-Q

The Company files its complete schedule of portfolio holdings for the first and third quarters of each fiscal year with the SEC on Form N-Q. The Company’s Form N-Q is available without charge upon request by calling the Company at (866) 362-9331 or by visiting the SEC’s Web site at www.sec.gov. In addition, you may review and copy the Company’s Form N-Q at the SEC’s Public Reference Room in Washington, D.C. You may obtain information on the operation of the Public Reference Room by calling (800) SEC-0330.

The Company’s Form N-Qs are also available on the Company’s Web site at www.tortoiseadvisors.com.

18       Tortoise North American Energy Corp.

Additional Information (Unaudited)
(Continued)

Statement of Additional Information

The Statement of Additional Information (“SAI”) includes additional information about the Company’s directors and is available upon request without charge by calling the Company at (866) 362-9331 or by visiting the SEC’s Web site at www.sec.gov.

Certifications

The Company’s Chief Executive Officer submitted to the New York Stock Exchange the annual CEO certification as required by Section 303A.12(a) of the NYSE Listed Company Manual.

The Company has filed with the SEC, as an exhibit to its most recently filed Form N-CSR, the certification of its Chief Executive Officer and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act.

Privacy Policy

In order to conduct its business, the Company collects and maintains certain nonpublic personal information about its stockholders of record with respect to their transactions in shares of the Company’s securities. This information includes the stockholder’s address, tax identification or Social Security number, share balances, and dividend elections. We do not collect or maintain personal information about stockholders whose share balances of our securities are held in “street name” by a financial institution such as a bank or broker.

We do not disclose any nonpublic personal information about you, the Company’s other stockholders or the Company’s former stockholders to third parties unless necessary to process a transaction, service an account, or as otherwise permitted by law.

To protect your personal information internally, we restrict access to nonpublic personal information about the Company’s stockholders to those employees who need to know that information to provide services to our stockholders. We also maintain certain other safeguards to protect your nonpublic personal information.

2013 2nd Quarter Report       19

Office of the Company and
of the Investment Adviser
Tortoise Capital Advisors, L.L.C.
11550 Ash Street, Suite 300
Leawood, Kan. 66211
(913) 981-1020
(913) 981-1021 (fax)
www.tortoiseadvisors.com Managing Directors of
Tortoise Capital Advisors, L.L.C.
P. Bradley Adams
H. Kevin Birzer
Zachary A. Hamel
Kenneth P. Malvey
Terry Matlack
David J. Schulte Board of Directors of
Tortoise North American Energy Corp. H. Kevin Birzer, Chairman
Tortoise Capital Advisors, L.L.C. Terry Matlack
Tortoise Capital Advisors, L.L.C. Conrad S. Ciccotello
Independent John R. Graham
Independent Charles E. Heath
Independent ADMINISTRATOR
U.S. Bancorp Fund Services, LLC
615 East Michigan St.
Milwaukee, Wis. 53202 CUSTODIAN
U.S. Bank, N.A.
1555 North Rivercenter Drive, Suite 302
Milwaukee, Wis. 53212 TRANSFER, DIVIDEND DISBURSING
AND REINVESTMENT AGENT
Computershare Trust Company, N.A. / Computershare Inc.
P.O. Box 43078
Providence, R.I. 02940-3078
(800) 426-5523
www.computershare.com LEGAL COUNSEL
Husch Blackwell LLP
4801 Main St.
Kansas City, Mo. 64112 INVESTOR RELATIONS
(866) 362-9331
info@tortoiseadvisors.com STOCK SYMBOL
Listed NYSE Symbol: TYN This report is for stockholder information. This is not a prospectus intended for use in the purchase or sale of fund shares. Past performance is no guarantee of future results and your investment may be worth more or less at the time you sell.

Tortoise Capital Advisors’ Closed-end Funds

Pureplay MLP Funds					Broader Funds
Name	Ticker	Focus	Total Assets(1) ($ in millions)		Name	Ticker	Focus	Total Assets(1) ($ in millions)
Tortoise Energy Infrastructure Corp.		Midstream Equity		$2,078	Tortoise Pipeline & Energy Fund, Inc.		Pipeline Equity		$376
Tortoise Energy Capital Corp.		Midstream Equity		$1,068	Tortoise Energy Independence Fund, Inc.		North American Upstream Equity		$412
Tortoise MLP Fund, Inc.		Natural Gas Infrastructure Equity		$1,953	Tortoise Power and Energy Infrastructure Fund, Inc.		Power & Energy Infrastructure Debt & Dividend Paying Equity		$235
Tortoise North American Energy Corp.		Midstream/Upstream Equity		$262

(1) As of 6/30/13

Item 2. Code of Ethics.

Not applicable for semi-annual reports.

Item 3. Audit Committee Financial Expert.

Not applicable for semi-annual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable for semi-annual reports.

Item 5. Audit Committee of Listed Registrants.

Not applicable for semi-annual reports.

Item 6. Investments.

Schedule of Investments is included as part of the report to shareholders filed under Item 1.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable for semi-annual reports.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

There have been no changes in the portfolio managers identified in response to this Item in the Registrant’s most recent annual report on Form N-CSR.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Period	(a) Total Number of Shares (or Units) Purchased	(b) Average Price Paid per Share (or Unit)	(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
Month #1 12/1/12-12/31/12	0	0	0	0
Month #2 1/1/13-1/31/13	0	0	0	0
Month #3 2/1/13-2/28/13	0	0	0	0
Month #4 3/1/13-3/31/13	0	0	0	0
Month #5 4/1/13-4/30/13	0	0	0	0
Month #6 5/1/13-5/31/13	0	0	0	0
Total	0	0	0	0

Item 10. Submission of Matters to a Vote of Security Holders.

None.

Item 11. Controls and Procedures.

(a) The Registrant’s Chief Executive Officer and its Chief Financial Officer have concluded that the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended.

(b) There were no changes in the Registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the Registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the Registrant intends to satisfy the Item 2 requirements through filing of an exhibit. Not applicable.

(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the Registrant to 10 or more persons. None.

(b) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)	Tortoise North American Energy Corporation
By (Signature and Title)	/s/ Terry Matlack
	Terry Matlack, Chief Executive Officer
Date     July 29, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By (Signature and Title)	/s/ Terry Matlack
	Terry Matlack, Chief Executive Officer
Date     July 29, 2013
By (Signature and Title)	/s/ P. Bradley Adams
	P. Bradley Adams, Chief Financial Officer
Date     July 29, 2013

EX-99.CERT

EX-99.CERT

CERTIFICATIONS

I, Terry Matlack, certify that:

1. I have reviewed this report on Form N-CSR of Tortoise North American Energy Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
	(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
	(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
	(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: July 29, 2013	/s/ Terry Matlack
	Terry Matlack
	Chief Executive Officer

CERTIFICATIONS

I, P. Bradley Adams, certify that:

1. I have reviewed this report on Form N-CSR of Tortoise North American Energy Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
	(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
	(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
	(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: July 29, 2013	/s/ P. Bradley Adams
	P. Bradley Adams
	Chief Financial Officer

EX-99.906 CERT

EX-99.906CERT

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Tortoise North American Energy Corporation does hereby certify, to such officer’s knowledge, that the report on Form N-CSR of Tortoise North American Energy Corporation for the period ended May 31, 2013 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as applicable, and that the information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of Tortoise North American Energy Corporation for the stated period.

/s/ Terry Matlack	/s/ P. Bradley Adams
Terry Matlack	P. Bradley Adams
Chief Executive Officer	Chief Financial Officer
Tortoise North American Energy Corporation	Tortoise North American Energy Corporation

Dated: July 29, 2013

This certification is being furnished pursuant to Item 12(b) of Form N-CSR and Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by Tortoise North American Energy Corporation for purposes of Section 18 of the Securities Exchange Act of 1934.