EXHIBIT (p)
TORTOISE NORTH AMERICAN ENERGY CORPORATION
SUBSCRIPTION AGREEMENT
This Agreement made __________ ____, 2005 by and between Tortoise North
American Energy Corporation, a Maryland corporation (the "Company"), and
[Subscriber Name] and ______________________ ("Subscriber");
WITNESSETH:
WHEREAS, the Company has been formed for the purposes of carrying on
business as a closed-end non-diversified management investment company; and
WHEREAS, Subscriber wishes to subscribe for and purchase, and the Company
wishes to sell to Subscriber, [_____] common shares for a purchase price of
$________ per share.
NOW THEREFORE, IT IS AGREED:
1. Subscriber subscribes for and agrees to purchase from the Company
________ common shares for a purchase price of $___________ per share.
Subscriber agrees to make payment for these shares at such time as demand for
payment may be made by an officer of the Company.
2. The Company agrees to issue and sell said shares to Subscriber promptly
upon its receipt of the purchase price.
3. To induce the Company to accept its subscription and issue the shares
subscribed for, Subscriber represents that he is informed as follows:
(a) That the shares being subscribed for have not been and will not
be registered under the Securities Act of 1933 ("Securities Act");
(b) That the shares will be sold by the Company in reliance on and
pursuant to Section 4(2), an exemption from the registration requirements
of the Securities Act;
(c) That the Company's reliance upon the exemption from the
registration requirements of the Securities Act is predicated in part on
the representation and agreements contained in this Subscription
Agreement;
(d) That when issued, the shares will be "restricted securities" as
defined in paragraph (a)(3) of Rule 144 of the General Rules and
Regulations under the Securities Act ("Rule 144") and cannot be sold or
transferred by Subscriber unless the shares are subsequently registered
under the Securities Act or unless an exemption from such registration is
available; and
(e) That there do not appear to be any exemptions from the
registration provisions of the Securities Act available to Subscriber for
resale for the shares. In the future, certain exemptions may possibly
become available, including an exemption for
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limited sales including an exemption for limited sales in accordance with
the conditions of Rule 144.
Subscriber understands that a primary purpose of the information acknowledged in
subparagraphs (a) through (e) above is to put him on notice as to restrictions
on the transferability of the shares.
4. To further induce the Company to accept his/her subscription and issue
the shares subscribed for, Subscriber:
(a) Represents and warrants that the shares subscribed for are being
and will be acquired for investment for his own account and not on behalf
of any other person or persons and not with a view to, or for sale in
connection with, any public distribution thereof;
(b) Agrees that any certificates representing the shares subscribed
for may bear a legend substantially in the following form:
The shares represented by this certificate have been acquired for
investment and have not been registered under the Securities Act of 1933
or any other federal or state securities law. These shares may not be
offered for sale, sold or otherwise transferred unless registered under
said securities laws or unless some exemption from registration is
available; and
(c) Consents, as one of the holders of the Company's common shares
who collectively comprise all of the Company's shareholders, and pursuant
to Section 23(b)(2) of the Investment Company Act of 1940, to the issuance
by the Company of common shares at a price per share as set forth in the
Underwriting Agreement relating to the public offering of Shares.
5. This Subscription Agreement and all of its provisions shall be binding
upon the legal representatives, heirs, successors and assigns of the parties
hereto. This Subscription Agreement may be signed in one or more counterparts,
each of which shall be deemed to be an original.
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IN WITNESS WHEREOF, this Subscription Agreement has been executed by the
parties hereto as of the day and date first above written.
TORTOISE NORTH AMERICAN ENERGY
CORPORATION
By:____________________________
[Subscriber]
_______________________________
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