NGP
CAPITAL RESOURCES COMPANY


NGP
INVESTMENT ADVISOR, LP





AMENDED
AND RESTATED


JOINT
CODE OF ETHICS





Adopted
December 3, 2009








This Amended and Restated Code of
Ethics (the “Code”) has been adopted by the Board of Directors, including a
majority of the Directors who are not interested persons, of NGP Capital
Resources Company (the “Company”) and the general partner of NGP Investment
Advisor, LP (the “Adviser”) in order to satisfy the requirements of Rule 17j-1
under the Investment Company Act of 1940 (the “1940 Act”) and Section 204A of
the Investment Advisers Act of 1940 (the “Advisers Act”).





As it relates to Rule 17j-1 of the 1940
Act, the purpose of the Code is to establish standards and procedures that are
reasonably designed for the detection and prevention of activities by which
persons having knowledge of the investments and investment intentions
of   the Company may abuse their fiduciary duties to the Company
and otherwise deal with the types of conflicts of interest situations to which
Rule 17j-1 is addressed. As it relates to Section 204A of the Advisers Act, the
purpose of this Code is to establish procedures that, taking into consideration
the nature of the Adviser’s business, are reasonably designed to prevent the
misuse of material non-public information in violation of the federal securities
laws by persons associated with the Adviser.





SECTION
1





DEFINITIONS





1.1.
            “Access Person”
      means (a) the Adviser, (b) any director, general partner, or officer
      of  the Adviser or the Company, and (c) any Advisory
      Person.





1.2.
            “Advisory
      Person” means any (a) employee of the Company (or any company in a
      Control relationship with the Company) who, in connection with his or her
      regular functions or duties, makes, participates in, or obtains
      information regarding the purchase or sale of Covered Securities by the
      Company or whose functions relate to the making of any recommendations
      with respect to such purchases or sales, and (b) employee of the Adviser
      who has access to nonpublic information regarding the Company’s purchase
      or sale of securities, or nonpublic information regarding the portfolio
      holdings of the Company, or who, in connection with his or her regular
      functions or duties is involved in making securities recommendations to
      the Company, or has access to such recommendations that are not
      public.





1.3.
            “Annual
      Certification” means an Annual Certification of Compliance with
      Code of Ethics, in the form attached as Schedule
  F.




1





1.4.
            “Automatic Investment
      Plan” means a program in which regular periodic purchases (or
      withdrawals) are made automatically in (or from) investment accounts in
      accordance with a predetermined schedule and allocation and includes a
      dividend reinvestment plan.





1.5.
            “Beneficial
      Ownership” has the meaning set forth in paragraph (a)(2) of Rule
      16a-1 under the Securities Exchange Act of 1934, and for purposes of this
      Code includes any interest by which an Access Person or any Immediate
      Family Member of an Access Person can directly or indirectly derive
      monetary or other economic benefit from the purchase, sale (or other
      acquisition or disposition), or ownership of a security, including any
      such interest that arises as a result of: a general partnership interest
      in a general or limited partnership, an interest in a trust, a right to
      dividends that is separated or separate from the underlying security, a
      right to acquire equity securities through the exercise or conversion of a
      derivative security (whether or not presently exercisable), and a
      performance related advisory fee (other than an asset based
      fee).





1.6.
            “Board Member”
      means each individual who serves as a director of the
    Company.





1.7.
            “Committee of
      Independent Directors” means a committee comprised of all of the
      directors of the Company who are not “interested persons” of the Company
      as defined in Section 2(a)(19) of the 1940 Act acting as a committee of
      the whole.





1.8.
            “Compliance
      Officer” means the person designated by the Adviser to serve as the
      chief compliance officer of the
Adviser.





1.9.
            “Control” has
      the meaning set forth in Section 2(a)(9) of the 1940 Act, and includes the
      power to exercise a controlling influence over the management or policies
      of a company, unless such power is solely the result of an official
      position with the company. Control shall be presumed to exist where a
      person owns beneficially, either directly or through one or more
      companies, more than 25% of the voting securities of a
      company.





1.10.
            “Covered
      Security” means a security as defined in Section 2(a)(36) of the
      1940 Act and includes any and all stock, debt obligations, and similar
      instruments of whatever kind, including any right or warrant to purchase a
      security, or option to acquire or sell a security, a group or index of
      securities. References to a security in this Code shall be deemed to refer
      to and include any warrant for, option in, or security immediately
      convertible into that security, and shall also include any financial
      instrument that has an investment return or value that is based, in whole
      or in part, on that security (collectively
  “derivatives”).





The term
“Covered Security” does not include: (a) direct obligations of the Government of
the United States, (b) bankers’ acceptances, bank certificates of deposit,
commercial paper, and high quality short-term debt instruments, including
repurchase agreements, (c) shares issued by money market funds, (d) any shares
issued by an open-end investment company, and (e) shares issued by unit
investment trusts that are invested exclusively in one or more open-end
investment companies.




2




A Covered
Security is “being considered for purchase or sale” when a recommendation to
purchase or sell the security has been made or communicated and, with respect to
the person making the recommendation, when such person seriously considers
making such a recommendation.




1.11.
            “Immediate Family
      Member” means a person who shares the same household as the Access
      Person and is related to the Access Person by blood, marriage, or
      adoption.





1.12.
            “Independent Board
      Member” means each individual who serves as a director of the
      Company who is not an “interested person,” as defined in Section 2(a)(19)
      of the 1940 Act, of the Company.





1.13.
            “Initial
      Certification” means an Initial Certification of Compliance with
      Code of Ethics, in the form attached as Schedule
  E.





1.14.
            “Initial Public
      Offering” means an offering of securities registered under the
      Securities Act of 1933, the issuer of which, immediately before the
      registration was not subject to the reporting requirements of Section 13
      or 15(d) of the Securities Exchange Act of
1934.





1.15
            “Investment
      Personnel” mean (a) any employee of the Company or the Advisor (or
      of any company in a control relationship to the Company or the Advisor
      who, in connection with his or her regular functions or duties, makes or
      participates in making recommendations regarding the purchase or sale of
      securities by the Company or (b) any natural person who controls the
      Company or the Advisor and who obtains information concerning
      recommendations made by the Company regarding the purchase or sale of
      securities by the Company.





1.16.
            “Limited
      Offering” means an offering that is exempt from registration
      pursuant to Section 4(2) of Section 4(6) of the Securities Act of 1933 or
      Rule 504, 505, or 506 thereunder.





1.17.
            “Related Party”
      means an employee’s spouse, minor children, other relative who live in the
      employee’s household and trusts and similar entities with respect to which
      an employee is trustee or otherwise enjoys beneficial
      ownership.








1.18.
            “Restricted
      Securities” has the meaning ascribed to such term in
      Section 3.1.





1.19.
            “Restricted Securities
      List” means the list of Restricted Securities maintained by the
      Compliance Officer as it exists at such
time.




3




1.20.
            “Security Held or to be
      Acquired by the Company” means (a) any Covered Security that,
      within the most recent 15 days: (i) is or has been held by the Company, or
      (ii) is being or has been considered by the Company or the Advisor for
      purchase by the Company, and (b) any option to purchase or sell, and any
      securities convertible into or exchangeable for, a Covered Security
      described in clause (a).





SECTION
2





STATEMENT
OF GENERAL PRINCIPLES





The general fiduciary principles that
govern the trading activities by an Access Person are as follows:





(a)
            The
      duty at all times to place the interests of the stockholders of the
      Company first.





(b)
            The
      requirement that all personal securities transactions be conducted in a
      manner that does not interfere with the Company’s portfolio transactions
      so as to avoid any actual or potential conflict of interest or any abuse
      of an individual’s position of trust and
  responsibility.





(c)
            The
      fundamental standard that Access Persons should not take inappropriate or
      unfair advantage of their relationship with the Company or the
      Adviser.





(d)
            The
      duty of all Access Persons to comply with all applicable federal
      securities laws.





Access
Persons must adhere to these general principles as well as comply with the
Code’s specific provisions.




SECTION
3





PROHIBITED
PURCHASES AND SALES





3.1           Except
as permitted pursuant to Section 4 or 5 below, no Access Person shall purchase
or sell, directly or indirectly, any Covered Security in which he or she has, or
by reason of such transaction acquires, any direct or indirect beneficial
ownership and which he or she knows or should know at the time of such purchase
or sale: (a) has been purchased or sold by the Company within the last 15
calendar days or held by the Company for less than 60 calendar days, (b) is
currently being purchased or sold by the Company, or (c) is being, or within the
most recent 15 calendar days has been, considered for purchase or sale by the
Company (“Restricted
Securities”).  These prohibitions shall continue until the time
that the Adviser or any such Access Person decides not to recommend such
purchase or sale, or if such recommendation is made, until the time that the
Company decides not to enter into, or completes, such recommended purchase or
sale.




4




3.2           No
Access Person shall recommend any securities transaction by the Company without
having disclosed his interest, if any, in such securities or the issuer of the
securities, including without limitation: (a) his or her direct or indirect
beneficial ownership of any securities of any such issuer, (b) any contemplated
transaction by such person in such securities, (c) any position with such issuer
or its affiliates, or (d) any present or proposed business relationship between
such issuer or its affiliates and such person or any party in which such person
has a significant interest.





3.3           No
Access Person shall, directly or indirectly in connection with the purchase or
sale of any Security Held or to be Acquired by the Company: (a) employ any
device, scheme, or artifice to defraud the Company, (b) make to the Company any
untrue statement of a material fact or omit to state to the Company a material
fact necessary in order to make the statements made, in light of the
circumstances under which they are made, not misleading, (c) engage in any act,
practice, or course of business that operates or would operate as a fraud or
deceit upon the Company, or (d) engage in any manipulative practice with respect
to the Company.





3.4No Access Person or Investment
Personnel shall: (a) purchase, directly or indirectly, or by reason of such
transaction acquire, any direct or indirect beneficial ownership of any Covered
Securities in an Initial Public Offering or a Limited Offering without prior
approval in accordance with this Code or (b) (i) seek or accept favors,
preferential treatment or any other personal benefit because of his or her
association with the Adviser or the Company, (ii) accept  any
entertainment, gift or other personal benefit that may create or appears to
create a conflict between the interests of such person and the Adviser or the
Company, or (iii) receive any gift or other personal benefit of more than de
minimis value from any person or entity that does business with or on behalf of
the Adviser or the Company.  For purposes of this Code, de minimis is
defined as reasonable and customary gifts, benefits or business entertainment
(such as dinners, tickets to sporting events or theater, or comparable
entertainment) which is neither so frequent nor so extensive as to raise any
question of propriety. Any questions regarding the receipt of any gift or other
personal benefit should be directed to the Compliance Officer.





SECTION
4





EXEMPT
PURCHASES AND SALES





The
      prohibitions in Section 3 of this Code shall not apply
  to:





(a)
            purchases
      or sales effected in any account over which an Access Person has no direct
      or indirect influence or control;





(b)
            purchases
      or sales of securities that are not listed on the Restricted Securities
      List, other than securities acquired in an Initial Public Offering or a
      Limited Offering;





(c)
            purchases
      or sales of securities that are U.S. Treasury obligations, commercial
      paper and high quality debt instruments (including repurchase agreements)
      with a stated maturity of 12 months or less, bankers' acceptances, and
      bank certificates of deposit;




5




(d)
            purchases
      and redemptions of shares of registered open-end investment companies
      (mutual funds), but not shares of funds advised by the Adviser, closed-end
      funds, or exchange traded funds;





(e)
            purchases
      effected upon exercise of rights issued by an issuer pro rata to all
      holders of a class of its securities to the extent such rights were
      acquired from such issuer, and sales of such rights to be
      acquired;





(f)
            involuntary
      (i.e., non-volitional) purchases and sales of
  securities;





(g)
            transactions
      effected pursuant to an Automatic Investment
  Plan;





(h)
            joint
      investments permitted pursuant to an exemptive order issued by the
      Securities and Exchange Commission;
or





(i)
            purchases
      or sales for which the Access Person has received prior approval from the
      Compliance Officer in accordance with this
Code.





SECTION
5





PRIOR
CLEARANCE OF TRANSACTIONS





No Access Person or Investment
Personnel shall acquire any beneficial ownership in any Covered Securities in an
Initial Public Offering or in a Limited Offering, without obtaining prior
written clearance from the Compliance Officer or a person designated by the
Compliance Officer to pre-clear transactions. The Compliance Officer and these
designated persons are referred to as a “Clearing Officer.” A Clearing Officer
seeking pre-clearance with respect to his or her own transaction shall obtain
such clearance from another Clearing Officer.





Any Access Person or Investment
Personnel who effects a purchase or sale of any Covered Security after obtaining
prior written clearance shall be deemed not to be in violation of Section 3 of
this Code by reason of such purchase or sale. Upon written request from an
Access Person or Investment Personnel as provided in Paragraph 5.1 below, a
Clearing Officer shall have the sole discretion to pre-approve a personal
securities transaction, and thereby exempt such transaction from the
restrictions of this Code. The Clearing Officer shall make such determination in
accordance with the following:





(a)
            Prior
      approval shall be granted only if a purchase or sale of securities is
      consistent with the purposes of this Code and Section 17(j) of the 1940
      Act. To illustrate, a purchase or sale shall be considered consistent with
      those purposes if such purchase or sale is only remotely potentially
      harmful to the Company or the Adviser because such purchase or sale would
      be unlikely to affect a highly institutional market, or because such
      purchase or sale is clearly not related economically to the securities
      held, purchased, or sold by the
Company.




6




(b)
            Prior
      approval shall take into account, among other
  factors:





(i)
            whether
      the investment opportunity should be reserved for the Company and whether
      the opportunity is being offered to the Access Person or Investment
      Personnel by virtue of the Access Person’s or Investment Personnel’s
      position with the Company or the
Adviser;





(ii)
            whether
      the amount or nature of the transaction or person making it is likely to
      affect the price or market for the
security;





(iii)
            whether
      the Access Person or Investment Personnel making the proposed purchase
      or  sale is likely to benefit from purchases or sales being made
      or being considered by the Company;





(iv)
            whether
      the security proposed to be purchased or sold is one that would qualify
      for purchase or sale by the
Company;





(v)
            whether
      the transaction is non-volitional on the part of the individual, such as
      receipt of a stock dividend or a sinking fund
  call;





(vi)
            whether
      the chance of a conflict of interest is remote;
  and





(vii)
            whether
      the transaction is likely to effect the Company
  adversely.





(c)
            An
      Access Person or Investment Personnel  must submit in writing a
      completed and executed Request for Permission to Engage in a Personal
      Securities Transaction (a form of which is attached hereto as Schedule A),
      which shall set forth the details of the proposed transaction. Approval of
      the transaction as described on such form shall be evidenced by the
      signature of the Clearing Officer thereon. A copy of all prior approval
      forms, with all required signatures, shall be retained by the Compliance
      Officer.





(d)
            If
      approval is given to the Access Person or Investment Personnel in
      accordance with this Code to engage in a securities transaction, the
      Access Person or Investment Personnel is under an affirmative obligation
      to disclose that position if such Access Person or Investment Personnel
      plays a material role in the Company’s subsequent investment decision
      regarding the same issuer. In such circumstances, an independent review of
      the Company’s investment decision to purchase securities of the issuer by
      investment personnel with no personal interest in the issuer shall be
      conducted.





(e)
            Approval
      granted to an Access Person or Investment Personnel in accordance with
      this Code is only effective for seven days from the date of such approval;
      provided, however, that a pre-clearance expires upon the Access Person or
      Investment Personnel receiving pre-clearance becoming aware of facts or
      circumstances that would prevent a proposed trade from being pre-cleared
      were such facts or circumstances made known to a Clearing Officer.
      Accordingly, if an Access Person or Investment Personnel becomes aware of
      new or changed facts or circumstances that give rise to a question as to
      whether pre-clearance could be obtained if a Clearing Officer was aware of
      such facts or circumstances, the Access Person or Investment Personnel
      shall be required to so advise a Clearing Officer and obtain a new
      pre-clearance before proceeding with such
  transaction.




7


SECTION
6





REPORTING





6.1           Every
Access Person must submit an Initial Holdings Report, Quarterly Transactions
Reports, and Annual Holdings Reports on such dates as shall be determined by the
Compliance Officer containing the information set forth below about each
transaction, if any, by which the Access Person acquires any direct or indirect
beneficial ownership of a Covered Security; provided, however,
that:





(a)
            an
      Access Person shall not be required to include in such reports any
      transaction effected for any account over which such Access Person does
      not have any direct or indirect influence or control;
  and





(b)
            Independent
      Board Members of the Company shall not be required to submit an Initial
      Holdings Report or Annual Holdings Reports, and shall be required to
      submit a Quarterly Transaction Report of a transaction only if such
      person, at the time of that transaction, knew, or in the ordinary course
      of fulfilling his official duties as a director of the Company should have
      known, that during the 15-day period immediately preceding or after the
      date of the transaction by such person, the security such person purchased
      or sold is or was purchased or sold by the Company or was
      being  considered for purchase or sale by the Company or the
      Adviser.





6.2           Each
Access Person within ten days of the date that he or she becomes an Access
Person (which information must be current as of a date no more than 45 days
prior to the date the person becomes an Access Person) shall furnish to the
Compliance Officer an Initial Holdings Report in the form attached as Schedule B
containing the following information: (a) the title,  number of
shares, and  principal amount of each Covered Security that he or she
beneficially owns, directly or indirectly, (b) the name of any broker, dealer,
or bank with whom the Access Person maintained an account in which any Covered
Securities held, purchased, or sold (“personal securities account”) for the
direct or indirect benefit of the Access Person as of the date the person became
an Access Person, and (c) the date the report is submitted by the Access
Person.





Timely submission of an Initial
Holdings Report, along with a copy of the most recent monthly statement for each
personal securities account and copies of all confirmation of transactions
effected after the date of such statement, shall satisfy the requirements of
this Section 6.2 regarding submission of an Initial Holdings
Report.




8




6.3           An
Access Person must submit no later than 30 days after the end of each calendar
quarter to the Compliance Officer (a) a report containing the name of any
broker, dealer, or bank with whom the Access Person established an account in
which any Covered Securities were held during the quarter for such person’s
direct or indirect benefit, the date the account was established, and the date
the report is submitted, and (b) a Quarterly Transactions Report in the form
attached as Schedule C containing the following information with respect to any
transaction during the quarter in a Covered Security in which the Access Person
had any direct or indirect beneficial ownership:





(a)
            the
      date of the transaction, the title, the interest rate and maturity date
      (if applicable) and the number of shares, and the principal amount of each
      security involved;





(b)
            the
      nature of the transaction (i.e., purchase, sale or other acquisition or
      disposition);





(c)
            the
      price at which the transaction was
effected;





(d)
            the
      name of the broker, dealer or bank with or through whom the transaction
      was effected; and





(e)
            the
      date that the report is submitted by the Access
  Person.





An Access
Person need not file a Quarterly Transaction Report for a calendar quarter if
the Compliance Officer is being furnished with (a) confirmations and statements
for all personal securities accounts of such Access Person, (b) duplicate
monthly brokerage statements for all personal securities accounts on all
transactions required to be reported hereunder, or (c) the requisite information
on all transactions required to be reported hereunder through a transaction
monitoring system, which may or may not be automated, in a manner acceptable to
the Compliance Officer, provided that the Access Person has no reportable
transactions other than those reflected in the confirmations and statements for
such accounts.





6.4           Every
Access Person must submit an Annual Holdings Report in the form attached as
Schedule D to the Compliance Officer, which information must be current as of a
date no more than 45 days before the report is submitted containing the
following information:





(a)
            the
      title and the number of shares, and the principal amount of each Covered
      Security in which the Access Person had any direct or indirect beneficial
      ownership;





(b)
            the
      name of any broker, dealer or bank with whom the Access Person maintains
      an account; and





(c)
            the
      date that the report is submitted by the Access
  Person.




9




Submission
of the Annual Holdings Report, along with copies of the most recent monthly
statement for each person’s securities account, shall satisfy the requirements
of this Section 6.4 regarding submission of an Annual Holdings
Report.





6.5           Any
report may also contain a statement declaring that the reporting or recording of
any such transaction shall not be construed as an admission that the Access
Person making the report has any direct or indirect beneficial ownership in the
security to which the report relates.





6.6           An
Access Person to the Advisor need not make a separate report to the Advisor
under this Section 6 to the extent the information in the report would duplicate
information required to be recorded under Rule 204-2(a)(13) under the Investment
Advisers Act of 1940.





SECTION
7





ADMINISTRATION
AND PROCEDURAL MATTERS





7.1
            The
      Compliance Officer shall:





(a)
            maintain
      a current list of the names of all Access Persons, with an appropriate
      description in each case of the titles or employment of such persons,
      including a notation of any directorships held by Access Persons, and the
      date each such person became an Access
Person.





(b)
            on
      an annual basis, furnish a copy of this Code to each Access
      Person;





(c)
            notify
      each Access Person of his or her obligation to file reports as provided by
      this Code;





(d)
            obtain
      Initial and Annual Holdings Reports from Access Persons and review Initial
      and Annual Holdings Reports;





(e)
            report
      to the Board Members of the Company the facts contained in any reports
      filed with the Compliance Officer pursuant to this Code when any such
      report indicates that an Access Person purchased or sold a security held
      or to be acquired by the Company;





(f)
            supervise
      the implementation of this Code by the Adviser and the enforcement of the
      terms hereof by the Adviser;





(g)
            determine
      whether any particular securities transaction should be exempted pursuant
      to the provisions of this Code;





(h)
            issue
      either personally or with the assistance of counsel as may be appropriate,
      any interpretation of this Code that may appear consistent with the
      objectives of Rule 17j-1 and this
Code;




10




(i)
            conduct
      such inspections or investigations as shall reasonably be required to
      detect and report any apparent violations of this Code to the Board
      Members of the Company;





(j)
            review
      reports submitted pursuant to this
Code;





(k)
            maintain
      and cause to be maintained in an easily accessible place, the following
      records:





(i)
            a
      copy of any Code adopted pursuant to Rule 17j-1 which has been in effect
      during the past five years;





(ii)
            a
      record of any violation of any such Code and of any action taken as a
      result of such violation;





(iii)
            a
      copy of each report made by the Compliance Officer during the past five
      years;





(iv)
            a
      list of all persons who are, or within the past five years have been,
      required to make reports pursuant to Rule 17j-1, or who are or were
      responsible for reviewing these reports, with an appropriate description
      of their title or employment;





(v)
            a
      copy of each report made by an Access Person as required by Section 6 of
      the Code, including any information provided in lieu of the reports under
      Section 6 of the Code, during the past five years;
  and





(vi)
            a
      copy of each report to the Board Members of the Company required by
      Section 7.1(e) during the past five years;
and





(l)
            perform
      such other duties as are set forth in this
Code.





7.2           This
Code may not be amended or modified except in a written form that is
specifically approved by the Board Members of the Company, including a majority
of the Independent Board Members, within six months after such amendment or
modification.





In connection with any such amendment
or modification the Board Members must receive a certification from the
Compliance Officer certifying the procedures reasonably necessary to prevent
Access Persons from violating the Code, as proposed to be amended or modified,
have been adopted.





7.3           The
Compliance Officer may delegate to one or more other officers of the Adviser
such responsibilities of the Compliance Officer as he or she may deem
appropriate; provided, that: (a) any such delegation shall be set forth in
writing and retained as part of the records of the Company and the Adviser and
(b) it shall be the responsibility of the Compliance Officer to supervise the
performance by such persons of the responsibilities that have been delegated to
them.




11




SECTION
8





PROHIBITION
AGAINST INSIDER TRADING





This Section is intended to satisfy the
requirements of Section 204A of the Advisers Act, which is applicable to the
Adviser and requires that the Adviser establish and enforce procedures designed
to prevent the misuse of material, non-public information by its associated
persons. It applies to all employees of the Company and the Adviser as well as
to Board Members of the Company. Trading securities while in possession of
material, non-public information, or improperly communicating that information
to others, may expose an employee or Board Member to severe penalties. Criminal
sanctions may include a fine of up to $1,000,000 and/or imprisonment for up to
ten years (25 years if their actions constitute fraud). The SEC can recover the
profits gained or losses avoided through the violative trading, a penalty of up
to three times the illicit windfall, and an order permanently barring an Adviser
Employee from the securities industry. Finally, an employee or Board Member may
be sued by investors seeking to recover damages for insider trading
violations.





8.1           Prohibited
Transactions. When an employee or Board Member of the Company or the
Adviser knows material, nonpublic information about the Company, he or she may
not: (a) trade in the Company’s securities, (b) advise others to buy, hold, or
sell the Company’s securities, (c) have others trade for him or her in Company
securities, (d) disclose or communicate the information to anyone else who might
then trade (“tip”), or (e) assist anyone in any of these activities.
Transactions that may be necessary or justifiable for independent reasons (such
as the need to raise money for an emergency) are not an exception to the
prohibition on insider trading. In addition, a Related Party of an employee or
Board Member of the Company or the Adviser may not purchase Company securities
while such employee or Board Member, as applicable, is in possession of
material, nonpublic information, even if the employee or Board Member does not
actually “tip” the Related Party regarding such information, and (ii) a Related
Party of a Section 16 Employee (as hereinafter defined) or an Access Person is
subject to the preclearance and trading window restrictions set forth
below.





8.2           Transactions in Securities
of Portfolio Companies. Employees and Board Members also may learn
material, nonpublic information about other companies from time to time as a
result of their positions. Prohibitions against insider trading apply equally to
transactions in those companies’ securities while the employee or Board Member
is in possession of their material, nonpublic information. Contacts with
portfolio companies or prospective portfolio companies will sometimes be a part
of an employee’s research efforts. Employees of the Adviser may make investment
decisions on the basis of conclusions formed through such contacts and analysis
of publicly available information. Difficult legal issues arise, however, when,
in the course of these contacts, an employee or Board Member becomes aware of
material, non-public information. This could happen, for example, if a portfolio
company’s chief financial officer prematurely discloses quarterly results to an
employee or an investor relations representative makes selective disclosure of
adverse news to a handful of investors. In such situations, an employee or Board
Member must make a judgment as to his or her further conduct. To protect
yourself, clients, the Company, and the Adviser, an employee and Board Member
should contact the Compliance Officer immediately if he or she believes that he
or she may have received material, non-public information.




12




8.3           Short Sales.
Employees and Board Members of the Company and the Adviser, regardless of
whether or not they are aware of material, nonpublic information about the
Company, may not engage in short sales of the Company’s securities.





8.4           Material Information.
Information is “material” where there is a substantial likelihood that a
reasonable investor would consider it important in making his or her investment
decisions. Generally, this includes any information the disclosure of which will
have a substantial effect on the price of a security. No simple test exists to
determine when information is material; assessments of materiality involve a
highly fact specific inquiry. For this reason, employees and Board Members
should direct any questions about whether information is material to the
Compliance Officer. Material information often relates to a company’s results
and operations, including, for example, quarterly and year-end earnings and
significant changes in financial performance, outlook, or liquidity; portfolio
valuation and net asset value announcements; changes in dividend policies or
amounts; changes in previously released earnings estimates; significant merger
or acquisition proposals or agreements; major litigation, liquidity problems;
stock splits; private or public securities offerings; and extraordinary
management developments. Material information may also relate to the market for
a company’s securities. Information about a significant order
to  purchase or sell securities may, in some contexts, be material.
Pre-publication information regarding reports in the financial press may also be
material.





8.5           Nonpublic
Information. Information is “public” when it has been disseminated
broadly to investors in the marketplace. For example, information is public
after it has become available to the general public through a public filing with
the SEC or some other government agency, the Dow Jones “tape” or The Wall Street Journal or
some other publication of general circulation, and after sufficient time has
passed so that the information has been disseminated widely. Generally, no
transaction should take place until the next business day after the disclosure
of material information.





8.6           Review Prior to Executing a
Trade. An employee or Board Member of the Company or the Adviser, before
executing any trade for himself or herself, or others, including the Company or
other accounts managed by the Adviser or by a stockholder of the Adviser, or any
affiliate of the stockholder (“Client Accounts”),
must determine whether he or she has material, non-public information. An
employee or Board Member who believes he or she is in possession of material,
non-public information must take the following steps:





(a)
            Report
      the information and proposed trade immediately to the Compliance
      Officer;





(b)
            Do
      not purchase or sell the securities on behalf of anyone, including Client
      Accounts; and





(c)
            Do
      not communicate the information to any person, other than to the
      Compliance Officer.




13




After the
Compliance Officer has reviewed the issue, the Adviser will determine whether
the information is material and non-public and, if so, what action the Adviser
and the employee or Board Member, as applicable, should take. Employees and
Board Members must consult with the Compliance Officer before taking any action.
This degree of caution will protect employees, Board Members, clients, the
Company, and the Adviser.





8.7           Rule 10b5-1 Trading
Plans. An employee or Board Member of the Company or the Adviser may
trade in Company securities regardless of his or her awareness of material,
nonpublic information if the transaction is made pursuant to a pre-arranged
trading plan that was entered into when the employee was not in possession of
material, nonpublic information (a “Rule 10b5-1 Trading
Plan”). Any such Rule 10b5-1 Trading Plans must (a) be written, (b)
specify the amount of, date(s) on, and price(s) at which the securities are to
be traded or establish a formula for determining such items, and (c) receive
prior approval from the Compliance Officer. A Rule 10b5-1 Trading Plan may not
be adopted when an employee or Board Member is in possession of material,
nonpublic information about the Company. Furthermore, an employee or Board
Member may amend or replace his or her Rule 10b5-1 Trading Plan only during
periods when trading is permitted in accordance with this Code.




8.8           Preclearance
Procedures forSection 16
Employeesand Access
Persons.Certain Company employees who are
subject to the reporting provisions and the trading restrictions of Section 16
of the Securities Exchange Act of 1934, as amended (“Section 16
Employees”), as well asAccess Persons, may trade in Company securities only
at certain times throughout the year (“trading
windows”) and only after first obtaining
prior approval for a trade
from theCompliance Officer
at least two (2) days, but no more than five (5) days, prior to the proposed
trade.




TheCompliance Officer may reject any
trading request made by a Section 16 Employee or anAccess Personat his or her sole and reasonable
discretion.An employee or
Board Member who isdeemed
by the Company to bea
Section 16 Employeeand/or
AccessPersonwill be notified of such a decision bytheCompliance Officer.




8.9           Trading
Windows for Section 16 Employees.Subject to being precleared bytheCompliance Officer, Section 16
Employees may trade in Company securities only during the period beginning on
the first full trading day
following the Company’s
widespread public release of quarterly or year-end earnings, and ending at the
close of trading on the last business day of the second month of the fiscal
quarter in which the earnings are released (e.g., if the Company releases first
quarter earnings on Tuesday, May 6th, Section 16 Employees will have a trading
window that is open from Wednesday, May 7th, through the last business day in
May).




8.10           Trading
Windows for AccessPersons.Subject to being precleared bytheCompliance Officer,an Access Personmay trade in Company securities only
during the period beginning on the first full trading day following the
Company’s widespread public
release of quarterly or year-end earnings, and ending at the close of trading on
the last business day of the fiscal quarter in which the earnings are released
(e.g., if the Company releases first quarter earnings on Tuesday, May 6th,
AccessPersonswill have a trading window that is open
from Wednesday, May 7th, through the last business day in
June).




14




8.11           Hardship
Cases.TheCompliance Officer may, on a
case-by-case basis, authorize trading in Company securities by Section 16
Employees andAccess
Personsoutside of the
applicable trading windows due to financial hardship orother hardships, but only if:
(a) the employeeor Board Memberwho wishes to trade has, at
least two (2) days prior to the anticipated trade date, notified the Compliance
Officer in writing of the circumstances of the hardship and the amount and
natureof the proposed
trade(s) and (b) the person
trading is not in possession of material, nonpublic information concerning the
Company and has certified that fact in writing to the Compliance
Officer.




8.12           Additional
Prohibited Transactions.The Company considers it
improper and inappropriate for any Section 16 Employee orAccess Personto engage in speculative transactions in
the Company's securities.
It is therefore the Company’s policy that, in addition to the
prohibited transactions described above, Section 16 Employees andAccess Personsmay not engage in any of the following
transactions with respectto the Company's securities: (a)publicly traded options and
(b) hedging transactions
(such as zero-cost collars
and forward sales contracts).




8.13           Reporting
Violations.Any employeeor Board Memberwho becomes aware of a violation of
thisinsider trading policy
shouldreport such
violation to his or her supervisor orthe Compliance
Officer.




8.14           Legal
Review. Whenever an employeeor Board Memberhas any questions about a transaction
or compliance with thisinsider trading policy or seeks an exception from this
policy,he or she should consult with
theCompliance Officer
before the transaction
takes place. Although the Compliance Officer’sadvice should not be considered
investment advice or a guarantee that no liability will arise, all decisions bythe Compliance Officer with
respect to this policy will
be final.




SECTION
9





SANCTIONS





Any violation of this Code shall be
subject to the imposition of such sanctions by the Company and the Adviser as
may be deemed appropriate under the circumstances to achieve the purposes of
Rule 17j-1 and this Code. Any sanctions to be imposed by the Company shall be
determined by the Committee of Independent Directors of the Company. Any
sanctions to be imposed by the Adviser shall be designated by the Adviser.
Sanctions may include, but are not limited to, suspension or termination of
employment, a letter of censure and/or restitution of an amount equal to the
difference between the price paid or received by the Company and the more
advantageous price paid or received by the offending person.




15





SECTION
10





REVIEW OF
REPORTS





The Compliance Officer shall be
responsible for reviewing all reports filed with the Company or the Adviser
pursuant to Section 6 of this Code. Such officer shall indicate on each report
the date of his review and shall sign each report to indicate that it has been
reviewed. Such officer shall report to the Committee of the Independent
Directors of the Company any violations of this Code that come to his or her
attention in such review.





SECTION
11





INVESTMENT
ADVISERS





Prior to retaining the services of an
investment adviser or principal underwriter for the Company, the Board of
Directors of the Company shall review the Code of Ethics adopted pursuant to
paragraph (b)(1)(i) of Rule 17j-1 under the 1940 Act by such investment adviser
or principal underwriter, and shall receive a certification from such investment
adviser or principal underwriter that it has adopted such procedures as are
necessary to prevent Access Persons from violating such code.





SECTION
12





PERIODIC
REVIEW





The Board of Directors (including a
majority of the Independent Directors) of the Company shall review and evaluate
this Code and a summary of the Reports filed by Access Persons (prepared by the
Compliance Officer) at least once a year to determine that each Access Person is
complying with the requirements of the Code and to determine that this Code
contains such provisions as are reasonably necessary to prevent Access Persons
from engaging in any act, practice, or course of business prohibited by
paragraph (a) of Rule 17j-1.





No less frequently than annually, the
Compliance Officer shall furnish the Board of Directors of the Company a
report:





(a)
            Describing
      issues arising under this Code of Ethics since the last report to the
      Board, including but not limited to, information about material violations
      of the Code, sanctions imposed in response to such violations, changes
      made to the Code or procedures, and any proposed or recommended changes to
      the Code or procedures, and





(b)
            Certifying
      that the Company and the Adviser each have adopted such procedures as are
      reasonably necessary to prevent Access Persons from violating the
      Code.




16




SECTION
13





CONFIDENTIALITY





All information obtained from any
Access Person hereunder shall be kept in strict confidence, except that reports
of securities transactions hereunder will be made available to the SEC or any
other regulatory or self-regulatory organization only to the extent required by
law or regulation.





SECTION
14





OTHER
LAWS, RULES AND STATEMENTS OF POLICY





Nothing contained in this Code shall be
interpreted as relieving any Access Person from acting in accordance with the
provisions of any applicable law, rule or regulation or any other statement of
policy or procedure governing the conduct of such person adopted by the Company
or the Adviser.





SECTION
15





FURTHER
INFORMATION





If any person has any question with
regard to the applicability of the provisions of this Code generally or with
regard to any securities transaction or transactions, he or she should consult
the Compliance Officer. As of the date hereof, the Compliance Officer is John H.
Homier or such person or persons to whom he shall delegate such duty from time
to time.





SECTION
16





CERTIFICATION
OF ACCESS PERSONS





All Access Persons of the Company must
submit a certificate (a form of which is attached as Schedule E) that they have
read and understand this Code and recognize that as an Access Person they are
subject to the terms of this Code. All Access Persons of the Company or the
Adviser shall agree to certify on an annual basis (a form of which is attached
as Schedule F) that they have complied with the requirements of this Code and
that they have disclosed or reported all personal securities transactions
required to be disclosed or reported pursuant to the requirements of this
Code.





Dated:   December
3, 2009





17





SCHEDULE
A





NGP
CAPITAL RESOURCES COMPANY


NGP
INVESTMENT ADVISOR, LP





REQUEST
FOR PERMISSION TO


ENGAGE IN
PERSONAL SECURITIES TRANSACTION








To the
Clearing Officer:





On each of the dates proposed below, I
hereby request permission to effect a transaction in securities as indicated
below on behalf of myself, my family (spouse, minor children, or adults living
in my household), trusts of which I am trustee of or other accounts in which I
have a beneficial ownership interest or legal title.





(Use approximate dates and amounts
of proposed transactions)





Name
      of Security
            Proposed
      Date of
              Transaction
            No.
      of Shares
              or
      Principal
              Amount
            Dollar
              Amount
      of
              Transaction
            Nature
      of Transaction (Purchase, Sale, Other)
            Broker/Dealer
      or Bank
            Share
      Price









Name:
  Position
      with Company:
  Date:
              
              
              Signature:
  Permission
      Granted
              
              
              Permission
      Denied
   Date:
              
              
              Signature:Clearing Officer











SCHEDULE
B





NGP
CAPITAL RESOURCES COMPANY


NPG
INVESTMENT ADVISOR, LP





INITIAL
REPORT OF SECURITIES





To the
Compliance Officer:





On the date indicated, the following
are Covered Securities of which I, my family (spouse, minor children, or adults
living in my household) or trusts of which I am trustee, possessed direct or
indirect “beneficial ownership.”  If there were no such securities, I
have so indicated by typing or printing “NONE.” I certify that all my personal
securities accounts are listed below. I further certify that, other than those
securities listed below, I hold no Covered Securities in which I may be deemed
to have beneficial ownership other than in the personal securities accounts
listed.*





Name
      of Security
            No.
      of Shares or
              Principal
      Amount
            Broker/Dealer
      or Bank
            Account
      No.





This report (i) excludes transactions
with respect to which I had no direct or indirect influence or control, (ii) any
other transactions not required to be reported under the Code and (iii) is not
an admission that I have or had any direct or indirect beneficial ownership in
the securities listed above.




Date:
                
                
                Signature:
 Printed
      Name
  Company:
  Position
      with Company:




*
Information may be provided by attaching the most recent monthly statement for
each account, along with confirmations of any transactions effected since the
date of such statements.  Information must be current as of a date no
more than 45 days prior to the date the person becomes and Access
Person.









SCHEDULE
C





NGP
CAPITAL RESOURCES COMPANY


NPG
INVESTMENT ADVISOR, LP





QUARTERLY
REPORT OF SECURITIES TRANSACTIONS





To the
Compliance Officer:





I certify that this report, together
with the confirmations and statements for any personal securities accounts as to
which I have arranged for the Compliance Officer to receive duplicate
confirmations and statements, identifies all transactions, if any, during the
calendar quarter which were effected in securities of which I, my family
(spouse, minor children, or adults living in my household), or trusts of which I
am trustee, participated or acquired or disposed of, direct or indirect
“beneficial ownership.”  If no such transactions were effected, I have
so indicated by typing or printing “NONE.” Use reverse side if additional space
is needed.





Name
      of Security
            Date
            No.
      of Shares
              and
      Principal
              Amount
            Dollar
              Amount
      of
              Transaction
            Nature
      of Transaction (Purchase, Sale, Other)
            Account
            Executing
      Broker





This report (i) excludes transactions
with respect to which I had no direct or indirect influence or control, (ii) any
other transactions not required to be reported under the Code and (iii) is not
an admission that I have or had any direct or indirect beneficial ownership in
the securities listed above.




Date:
                  
                  
                  Signature:
 Print
      Name:
  Company:
  Position
      with Company:





SCHEDULE
D





NGP
CAPITAL RESOURCES COMPANY


NPG
INVESTMENT ADVISOR, LP





ANNUAL
REPORT OF SECURITIES





To the
Compliance Officer:





On the date indicated, the following
are Covered Securities of which I, my family (spouse, minor children, or adults
living in my household) or trusts of which I am trustee, possessed direct or
indirect “beneficial ownership.”   If there were no such
securities, I have so indicated by typing or printing “NONE.”  I
certify that all my personal securities accounts are listed below. I further
certify that, other than those securities listed below, I hold no Covered
Securities in which I may be deemed to have beneficial ownership other than in
the personal securities accounts listed.*





Name
      of Security
            No.
      of Shares or
              Principal
      Amount
            Broker/Dealer
      or Bank
            Account
      No.





This report (i) excludes transactions
with respect to which I had no direct or indirect influence or control, (ii) any
other transactions not required to be reported under the Code and (iii) is not
an admission that I have or had any direct or indirect beneficial ownership in
the securities listed above.




Date:
                  
                  
                  Signature:
 Printed
      Name:
  Company:
  Position
      with Company:


*
Information may be provided by attaching the most recent monthly statement for
each account, along with confirmations of any transactions effected since the
date of such statements









SCHEDULE
E





CERTIFICATION
OF COMPLIANCE WITH CODE OF ETHICS





Attention:
            Compliance
      Officer





I certify that I have read and
understand the Amended and Restated Code of Ethics of NGP Capital Resources
Company and NGP Investment Advisor, LP (the “Code”), a copy of which has been
provided to me., I recognize that the provisions of the Code apply to me and
agree to comply in all respects with the procedures described
therein.





I hereby agree to certify on an annual
basis that I have complied with the requirements of the Code and I have
disclosed or reported all personal securities transactions required to be
disclosed or reported pursuant to the requirements of the Code.





I am a director of the following public
and private companies:







.





IN WITNESS WHEREOF, the undersigned has
caused this Certification to be executed and delivered as of the date
hereof.





Name:Title:Dated:





SCHEDULE
F





ANNUAL
CERTIFICATION OF COMPLIANCE WITH CODE OF ETHICS





Attention:
            Compliance
      Officer





I certify that I have read and
understand the Amended and Restated Code of Ethics of NGP Capital Resources
Company and NGP Investment Advisor, LP (the “Code”), a copy of which has been
provided to me., I recognize that the provisions of the Code apply to me and
agree to comply in all respects with the procedures described
therein.





I certify that I have complied in all
respects with the requirements of the Code as in effect during the past year. I
also certify that all transactions during the past year that were required to be
reported by me pursuant to the Code have been reported in Quarterly Transaction
Reports that I have filed or in confirmations and statements for my personal
securities accounts that have been sent to you.





I am a director of the following public
and private companies:





.





IN WITNESS WHEREOF, the undersigned has
caused this Certification to be executed and delivered as of the date
hereof.





Name:Title:Dated: