exhibit.htm


    SUB-ADVISORY
AGREEMENT
 


         This Sub-Advisory Agreement (the “Agreement”)
is dated as of September 15, 2009 (the “Effective Date”) and is entered into by
and between Tortoise Capital Advisors, LLC, a Delaware limited liability company
(“Tortoise”), and Kenmont Investments Management, L.P., a Texas limited
partnership (the “Manager”).

     

    
      	1.	     	Appointment of Manager. Tortoise
      and the Manager agree that the Manager will provide investment management
      services (the “Designated Services”) to Tortoise for the benefit of
      Tortoise Capital Resources Corporation (“the Company”), an entity for
      which Tortoise provides investment management and other services pursuant
      to an Investment Advisory Agreement (the “Client Agreement”).
	 
	2.	
            	Designated Services. The Manager
      shall provide the following Designated Services to Tortoise for the
      benefit of the Company: (i) subject to the understanding that the Manager
      will first show all investment opportunities identified by it to Kenmont
      Special Opportunities Master Fund, L.P. and/or any other funds or accounts
      managed by the Manager, the Manager shall actively search for and assist
      Tortoise in identifying potential investment opportunities for the
      Company; (ii) assist Tortoise, as reasonably requested, in the analysis of
      investment opportunities for the Company; provided, that, in no event will
      the Manager be required to provide more than 20 hours of service per month
      to Tortoise under this clause (ii); and (iii) if requested by Tortoise,
      assist Tortoise in hiring an additional investment professional who will
      be employed by Tortoise but will be provided office space in the Houston,
      Texas office of the Manager. In the event an additional investment
      professional is hired as contemplated in the foregoing sentence, Tortoise
      shall be responsible for the compensation and benefits of such person and
      shall pay to the Manager an agreed upon allocation for rent and other
      overhead office expenses attributable to the presence of such investment
      professional in the office of the Manager. Tortoise and the Manager
      further agree, in the event such investment professional is hired, to
      adopt procedures intended to ensure the confidentiality of information
      relating to the Company and to protect from disclosure to Tortoise any
      confidential information of the other clients, funds, accounts or other
      business activities of the Manager. The Manager will not have the right or
      responsibility to make investment decisions on behalf of the Company.
      Tortoise acknowledges and agrees that the Manager is primarily engaged in
      the business of providing investment advice to clients for which it serves
      as the primary investment advisor and the Manager’s services hereunder
      will be subject to such primary engagement.
	 
	3.	
            	Possession of Assets. The
      Manager shall not at any time be the custodian of, and shall have no
      access to, either funds or securities of the Company. The Manager will not
      have the authority to place orders for the execution of transactions
      involving the assets of the Company through any brokers, dealers, or
      banks. The Manager shall have no authority to commit the Company to any
      contract, liability, or other obligation.
	 
	4.	
            	Management Fee and Expenses.
      During the term of this Agreement, Tortoise shall pay to the Manager, for
      services rendered under this Agreement, an amount equal to ten percent
      (10%) of the base management fee paid quarterly to Tortoise by the Company
      pursuant to the Client Agreement; provided, however, that no such fee
      shall be payable by Tortoise to the Manager until the “Total Assets”
      initially exceed $75,000,000 as of the end of that particular fiscal
      quarter. The term “Total Assets” means the total assets of the Company
      (including any assets purchased with any borrowed funds). The management
      fee for each fiscal quarter shall be calculated and paid in arrears within
      thirty days of the end of each fiscal quarter. In case of the initiation
      or termination of this Agreement during any fiscal quarter, the management
      fee for that quarter shall be reduced proportionately on the basis of the
      number of calendar days during which this Agreement is in effect. In
      addition to payment of any management fee, the Manager shall be reimbursed
      on a quarterly basis for all out-of-pocket expenses reasonably incurred by
      the Manager in providing the Designated Services. The Manager shall submit
      to Tortoise an itemized list within fifteen days after the end of each
      fiscal quarter reflecting the items as to which the Manager anticipates
      reimbursement. Unless any request for reimbursement is disputed by
      Tortoise in good faith, Tortoise shall reimburse the Manager for all such
      itemized expenses within fifteen days after the receipt by Tortoise of the
      list of such expenses. In the event of a dispute, the parties shall
      negotiate in good faith to resolve such dispute promptly.
	 
	5.	
            	Incentive Fee. The Client
      Agreement entitles Tortoise to receive an incentive fee that consists of
      two parts. To the extent Tortoise receives an incentive fee payment for
      either component of the incentive fee calculation at any time during the
      term of this Agreement, the Manager shall be entitled to receive twenty
      percent (20%) of the amount received by Tortoise from the Company. Such
      fee shall be paid to Manager within fifteen (15) days after the receipt by
      Tortoise of the incentive fee payment from the Company. In case of the
      termination of this Agreement during any period in which an incentive fee
      payment is received from the Company by Tortoise, the incentive fee owed
      to the Manager for that period shall be reduced proportionately on the
      basis of the number of calendar days during which this Agreement is in
      effect. Tortoise agrees that it will not waive or reduce any fees payable
      by the Company as described in Section 4 and this Section 5 without the
      consent of the Manager.


    

     

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      	6.	     	Representations and Warranties.
	 
	 	
            	(a)	     	Each of the Manager and Tortoise represents and warrants to the
      other that:
	 
	 	
            	 	
            	(i)	     	This
      Agreement constitutes a valid and binding obligation of such party
      enforceable against such party in accordance with its terms.
	 
	 	
            	 	
            	(ii)	
            	Such
      party is a registered investment adviser under the Investment Advisers Act
      of 1940.
	 
	 	
            	 	
            	(iii)	
            	This
      Agreement does not conflict with or result in a violation of default under
      any material agreement to which such party is subject.
	 
	 	
            	(b)	
            	The Manager represents and warrants to Tortoise that:
	 
	 	
            	 	
            	(i)	
            	The
      Manager has delivered to Tortoise a copy of Part II of the Manager’s Form
      ADV, as amended, which is current as of the date of this
    Agreement.
	 
	 	
            	(c)	
            	Tortoise represents and warrants to the Manager that:
	 
	 	
            	 	
            	(i)	
            	Tortoise has delivered to the Company a copy of Part II of the
      Manager’s Form ADV, as amended, as provided to Tortoise by the
      Manager.
	 
	 	
            	 	
            	(ii)	
            	Tortoise has delivered to the Manager a copy of the Client
      Agreement.
	 
	7.	
            	Agreements with
      Clients. The Manager acknowledges that Tortoise has entered into
      the Client Agreement, a copy of which was received and reviewed by the
      Manager. In performing its services hereunder, the Manager agrees, subject
      to the limitations set forth herein, to be bound by, and comply with, all
      of the terms, conditions and provisions of the Client Agreement that are
      binding on Tortoise and that could relate in any way to the Designated
      Services.
	 
	8.	
            	Indemnification.
      Each party hereto (the “Indemnifying Party”) shall defend, indemnify and
      hold harmless the other party hereto and such party’s members, managers,
      affiliates, employees, agents, successors and assigns (collectively, the
      “Indemnitees”) from and against any and all claims, suits, actions,
      losses, liabilities, damages, costs and expenses (including, but not
      limited to, costs of investigation and reasonable attorneys’ fees)
      (collectively “claims”) incurred by any of the Indemnitees based upon,
      arising out of, attributable to or resulting from (i) the Indemnifying
      Party’s gross negligence, malfeasance or violation of applicable law in
      the performance of its services hereunder, (ii) the Indemnifying Party’s
      failure to comply with any term, condition or provision of the Client
      Agreement (in the case of the Manager, to the extent the terms of the
      Client Agreement are applicable to the Manager pursuant to Section 7
      above), (iii) in the case of Tortoise, claims based on information about
      Tortoise provided in the Disclosure, or (iv) in the case of the Manager,
      information provided by the Manager which is included in the Disclosure.
      In the event information is not available for any claim under this Section
      8, the parties will contribute to such claim based on the relative fault
      and benefit of the parties. The provisions of this Section 8 and the
      party’s obligations hereunder shall survive the termination of the term of
      this Agreement.
	 
	9.	
            	Release. The
      Manager acknowledges and agrees that all obligations owed to it hereunder
      are obligations of Tortoise, and the Manager hereby releases and forever
      discharges the Company from any and all liabilities, claims, charges, and
      expenses arising hereunder; provided, however, that this release shall not
      limit or in any way impair the rights expressly accorded the Manager in
      the Client Agreement.
	 
	10.	
            	Term of Agreement;
      Termination. This Agreement shall continue in effect from the
      Effective Date through December 31, 2010, and shall be continued from year
      to year thereafter, to the extent Tortoise continues to serve as the
      advisor to the Company. This Agreement may be terminated by Tortoise or
      the Manager in the event the Manager discontinues the provision of the
      Designated Services. Finally, and to the extent required by the Investment
      Company Act of 1940, as amended (the “1940 Act”), the continuation of this
      Agreement after the initial term is contingent on this Agreement being
      specifically approved at least annually by (i) the Board of Directors of
      the Company, or the vote of “a majority of the outstanding voting
      securities” of the Company (as defined in Section 2(a)(42) of the 1940
      Act), and (ii) the affirmative vote of a majority of the directors of the
      Company who are not parties to this Agreement or “interested persons” (as
      defined in the 1940 Act) of a party to this Agreement (other than as
      directors of the Company), by votes cast in person at a meeting
      specifically called for such purpose. To the extent required by the 1940
      Act, this Agreement may also be terminated at any time, without the
      payment of any penalty, by the Board of Directors of the Company or by
      vote of a majority of the outstanding voting securities of the Company on
      not more than 60 days’ written notice to the Manager. This Agreement shall
      automatically terminate in the event of its assignment, the term
      “assignment” for purposes of this paragraph having the meaning defined in
      Section 2(a)(4) of the 1940 Act. In the event this Agreement is terminated
      other than as a result of the Manager discontinuing the provision of the
      Designated Services described in clauses (i) or (ii) of Section 2, but
      Tortoise provides investment advisory services to the Company, the Manager
      will continue to be paid by Tortoise pursuant to Sections 4 and 5 as if
      this Agreement had not been terminated.


    

     

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      	11.	     	Miscellaneous.
	 
	 	
            	(a)	     	Any
      notice required or permitted to be given under this Agreement must be in
      writing and shall be effective when delivered personally (or by facsimile
      transmission), to the parties at their respective address set forth
      below:


    

     

    If to
Tortoise:
Tortoise Capital
Advisors, LLC
11550 Ash Street
Suite 300
Leawood, KS 66211
Fax No.:
(913) 981-1021
Attention: Terry Matlack 

    
    

     

    
      	If to the Manager:
Kenmont Investments Management,
      L.P.
711 Louisiana Street
Suite 1750
Houston, TX 77002
Fax
      No.: (713) 223-0930
	Attention:  	Donald R. Kendall, Jr. 
	 	John T.
      Harkrider  


    

     

    or to such other
address as either party may designate by delivery of notice as set for the
above.

     

    
      	          	(b)
    	     	This
      Agreement may not be amended or changed except by an instrument in writing
      executed by each of the parties to this Agreement and, to the extent
      required by law, approved by: (i) the affirmative vote of a majority of
      the directors of the Company who are not parties to this Agreement or
      “interested persons” of a party to this Agreement (other than as directors
      of the Company), by votes cast in person at a meeting specifically called
      for such purpose, and (ii) a majority of outstanding voting securities of
      the Company, if required by the 1940 Act. It shall be construed in
      accordance with, and any dispute arising in connection herewith shall be
      governed by, the laws of the State of Delaware.
	
            	 
	
            	(c)	
            	This
      Agreement may be executed in any number of counterparts, each of which
      when taken together shall constitute an original.
	
            	 
	
            	(d)	
            	The
      Company is a third party beneficiary of this
  Agreement.


    

     

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         IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed by their representatives
thereunto duly authorized.

     

    
      	TORTOISE CAPITAL ADVISORS, LLC	
            
	
            	  	
            
	By:	 	             
    
	
            	  
 	 
	KENMONT INVESTMENTS MANAGEMENT,
      L.P.	
            
	
            	  	
            
	By:	 	
            


    


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