EXHIBIT
10.1
EXPENSE
REIMBURSEMENT AND PARTIAL FEE WAIVER AGREEMENT
THIS
EXPENSE REIMBURSEMENT AND PARTIAL FEE WAIVER AGREEMENT (the “Agreement”), dated
as of November 30, 2007, is entered into by and between Tortoise Capital
Resources Corporation (the “Company”), a Maryland corporation, and Tortoise
Capital Advisors, LLC, a Delaware limited liability company (the
“Adviser”).
WHEREAS,
the Company is registered under the Investment Company Act of 1940, as amended
(the “1940 Act”), as a closed-end management company.
WHEREAS,
the Company and the Adviser have entered into an Investment Advisory Agreement
(“Advisory Agreement”), pursuant to which the Adviser provides investment
management and advisory services to the Company for compensation based on the
value of the average managed assets of the Company. The defined terms
used in this Agreement without definition are used herein as defined in the
Advisory Agreement; and
WHEREAS,
the Company and the Adviser have determined that it is appropriate and in the
best interests of the Company for the Adviser to reimburse the Company for
certain amounts of expenses for a limited period of time.
NOW
THEREFORE, the parties hereto agree as follows:
1. EXPENSE
REIMBURSEMENT.
The
Adviser shall reimburse the Company for certain expenses incurred by the Company
beginning September 1, 2007 and ending December 31, 2008. For such
time period, the Adviser shall reimburse the Company quarterly for expenses
incurred by the Company in an amount equal to an annual rate of 0.25% of the
Company’s average monthly Managed Assets for such quarter.
To
effect
the expense reimbursement contemplated by this Agreement, the Company shall
offset the desired amount of any such reimbursement against the investment
advisory fee payable for such quarter pursuant to the Advisory
Agreement.
2. LIMITED
CAPITAL GAINS FEE WAIVER.
The
Company anticipates investing in portfolio companies that make scheduled
periodic distributions to its investors. Those scheduled periodic
distributions are made possible by the normally recurring cash flow from the
operations of the portfolio company (“Expected Distributions”), but a portion of
those Expected Distributions may be characterized by the Company as a return
of
capital for book purposes. The Adviser hereby waives its right to
receive the Capital Gains Incentive Fee to the extent, and only to the extent,
such fee would be due as to that portion of any Expected Distribution that
is
characterized by the Company as a return of capital for book
purposes. This waiver shall not apply to any portion of any
distribution from a portfolio company that is not an Expected
Distribution. This waiver shall remain in effect for so long as the
Advisory Agreement remains in effect.
3. MISCELLANEOUS.
3.1 Captions. The
captions in this Agreement are included for convenience of reference only and
in
no other way define or delineate any of the provisions hereof or otherwise
affect their construction or effect.
3.2 Interpretation. Nothing
herein contained shall be deemed to require the Company to take any action
contrary to the Company’s governing documents, or any applicable statutory or
regulatory requirement to which it is subject or by which it is bound, or to
relieve or deprive the Company’s Board of Directors of its responsibility for
and control of the conduct of the affairs of the Company.
3.3 Amendments. This
Agreement may be amended only by a written agreement signed by each of the
parties hereto.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the parties have caused this Agreement to be signed by their
respective officers thereunto duly authorized as of the day and year first
above
written.
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TORTOISE
CAPITAL RESOURCES CORPORATION
By: _________________________________________
Name: Edward
Russell
Title: President
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TORTOISE
CAPITAL ADVISORS, LLC
By: _________________________________________
Name: Terry
Matlack
Title: Managing
Director
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