exh10_1.htm


    

      

         

        

          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