EXPENSE
REIMBURSEMENT AGREEMENT
THIS
EXPENSE REIMBURSEMENT AGREEMENT (the “Agreement”), dated as of November 11,
2008, 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 January 1, 2009 and ending December 31, 2009. 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. MISCELLANEOUS.
2.1 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.
2.2 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.
2.3 Amendments. This
Agreement may be amended only by a written agreement signed by each of
the
parties hereto.
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.
TORTOISE
CAPITAL RESOURCES CORPORATION
By: ___/s/
Edward Russell
Name: Edward
Russell
Title: President
TORTOISE
CAPITAL ADVISORS, LLC
By: /s/
Terry Matlack
Name: Terry
Matlack
Title: Managing
Director