UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
 
 FORM 10-K
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  COMMISSION FILE NUMBER: 001-33292
 TORTOISE CAPITAL RESOURCES CORPORATION
  Maryland(State of Incorporation)
     20-3431375(I.R.S. Employer Identification Number)10801 Mastin Boulevard, Suite 222Overland Park, Kansas
     (Address of principal executive offices)
     66210(Zip Code)
 Registrants telephone number, including area code: (913) 981-1020
 Securities registered pursuant to Section 12(b) of the Act:
 Title of each classCommon Stock, par value$0.001 per share
     Name of each exchange on which registeredNew York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act: None
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   DOCUMENTS INCORPORATED BY REFERENCE
   
 TORTOISE CAPITAL RESOURCES CORPORATION
 FORM 10-K
 FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2007
 TABLE OF CONTENTSPART IItem 1.
     Business
     3Item 1A.
     Risk Factors
     10Item 1B.
     Unresolved Staff Comments
     17Item 2.
     Properties
     17Item 3.
     Legal Proceedings
     17Item 4.
     Submission of Matters to a Vote of Security Holders
     17PART IIItem 5.
     Market for Registrants Common Equity, Related Stockholder Matters andIssuer Purchases of Equity Securities
     17Item 6.
     Selected Financial Data
     19Item 7.
     Managements Discussion and Analysis of Financial Condition and Results of Operations
     20Item 7A.
     Quantitative and Qualitative Disclosures about Market Risk
     26Item 8.
     Financial Statements and Supplementary Data
     27Item 9.
     Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
     27Item 9A.
     Controls and Procedures
     27Item 9B.
     Other Information
     27PART IIIItem 10.
     Directors, Executive Officers and Corporate Governance
     27Item 11.
     Executive Compensation
     27Item 12.
     Security Ownership of Certain Beneficial Owners and Management andRelated Stockholder Matters
     28Item 13.
     Certain Relationships and Related Transactions, and Director Independence
     28Item 14.
     Principal Accountant Fees and Services
     28PART IVItem 15.
     Exhibits and Financial Statement Schedules
     28Signatures
     28
  
 FORWARD-LOOKING STATEMENTS
 All statements contained herein, other than historical facts, may constitute forward-looking
statements. These statements may relate to, among other things, future events or our future performance or financial condition. In
some cases, you can identify forward-looking statements by terminology such as may, might, believe,
will, provided, anticipate, future, could, growth, plan,
intend, expect, should, would, if, seek, possible,
potential, likely or the negative of such terms or comparable terminology. These forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements
to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such
forward-looking statements. For a discussion of factors that could cause our actual results to differ from forward-looking statements
contained herein, please see the discussion under the heading Risk Factors in Part I, Item 1.A. of this report.
 PART I
  ITEM 1. BUSINESS
 General
   Our Adviser
    Jeffrey Fulmer
  
  David Henriksen
  Lisa Marquard
  Terry Matlack
  Abel Mojica III
  Edward Russell
  David J. Schulte
  Staffing
   
 License Agreement
  Our Investments
   Midstream
  Downstream
  Upstream
  Targeted Investment Characteristics
   Long-Life Assets with
Stable Cash Flows and Limited Commodity Price Sensitivity.
  Experienced Management
Teams with Energy Infrastructure Focus.
  Fixed Asset-Intensive
Investments.
  Limited Technological
Risk.
  Exit Opportunities.
  
 Investment Structure and Types of Investments
   Equity Investments
   Debt Investments
     
 
 
  
 Warrants
  Market Opportunity
   Increased Demand Among
Small and Middle Market Private Companies for Capital.
  Finance Market for
Small and Middle Market Energy Companies is Underserved by Many Capital Providers.
  Attractive Companies
with Limited Access to Other Capital.
 Competition
  Competitive Advantages
   Existing Investment
Platform and Focus on the Energy Infrastructure Sector.
  Experienced Management
Team.
  
  Disciplined Investment
Philosophy.
  Flexible Transaction
Structuring.
  Extended Investment
Horizon.
 Investment Process and Due Diligence
   
 
 
 
 
 
 
 
 
 
 
    
 Ongoing Relationships with Portfolio Companies
 Monitoring
  Significant Managerial Assistance
  Operating and Regulatory Structure
    Codes of Ethics
   
  Sarbanes-Oxley Act of 2002
  Available Information
   ITEM 1A. RISK FACTORS
 Risks Related to Our Operations
 We have a limited operating history.
  Our Adviser will serve as investment adviser to other funds, which may create conflicts of interest not
in the best interest of us or our stockholders.
    
 We are dependent upon our Advisers key personnel for our future success.
  The incentive fee payable to our Adviser may create conflicting incentives.
    Our Adviser and its management have limited experience operating under the constraints imposed on us as a
BDC.
  Because we expect to distribute substantially all of our income to our stockholders, we will continue to
need additional capital to make new investments. If additional funds are unavailable or not available on favorable terms, our ability to
make new investments will be impaired.
   
  As a BDC, we are subject to limitations on our ability to engage in certain transactions with affiliates.
  If an investment that was initially believed to be a qualifying asset is later deemed not to have been a
qualifying asset at the time of investment, we could lose our status as a BDC or be precluded from investing according to our current
business plan.
  We may choose to invest a portion of our portfolio in investments that may be considered highly
speculative and that could negatively impact our ability to pay distributions and cause you to lose part of your investment.
  Our debt increases the risk of investing in us.
   
 We operate in a highly competitive market for investment opportunities.
  Our quarterly results may fluctuate.
  Our portfolio may be concentrated in a limited number of portfolio companies.
  Our anticipated investments in privately-held companies present certain challenges, including the lack of
available information about these companies and a greater inability to liquidate our investments in an advantageous manner.
  Most of our portfolio investments are and will continue to be recorded at fair value as determined in
good faith by our Board of Directors. As a result, there is and will continue to be uncertainty as to the value of our portfolio
investments.
   
 Our equity investments may decline in value.
  An investment in MLPs will pose risks unique from other equity investments.
   Unrealized decreases in the value of debt investments in our portfolio may impact the value of our common
shares and may reduce our income for distribution.
  When we are a minority equity or a debt investor in a portfolio company, we may not be in a position to
control that portfolio company.
  Our portfolio companies can incur debt that ranks senior to our equity investments in such companies.
   
 If our investments do not meet our performance expectations, you may not receive distributions.
  The lack of liquidity in our investments may adversely affect our business, and if we need to sell any of
our investments, we may not be able to do so at a favorable price. As a result, we may suffer losses.
  We will be exposed to risks associated with changes in interest rates.
  We may not have the funds to make additional investments in our portfolio companies.
  Changes in laws or regulations or in the interpretations of laws or regulations could significantly
affect our operations and cost of doing business.
  Our internal controls over financial reporting may not be adequate, and our independent registered public
accounting firm may not be able to certify as to their adequacy, which could have a significant and adverse effect on our business and
reputation.
   
 Risks Related to an Investment in the U.S. Energy Infrastructure Sector
 Our portfolio is and will continue to be concentrated in the energy infrastructure sector, which will
subject us to more risks than if we were broadly diversified.
  The portfolio companies in which we invest are subject to variations in the supply and demand of various
energy commodities.
  Many companies in the energy infrastructure sector are subject to the risk that they, or their customers,
will be unable to replace depleted reserves of energy commodities.
  Our portfolio companies are and will be subject to extensive regulation because of their participation in
the energy infrastructure sector.
  Our portfolio companies are and will be subject to the risk of fluctuations in commodity prices.
   
 Our portfolio companies are and will be subject to the risk of extreme weather patterns.
  Acts of terrorism may adversely affect us.
   ITEM 1B. UNRESOLVED STAFF COMMENTS
   ITEM 2. PROPERTIES
   ITEM 3. LEGAL PROCEEDINGS
   ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  PART II
  ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
 Price Range of Common Stock
   Price Range
     CashDividend2007
     NAV(1)
     High
     Low
     per Share(2)First quarter
     $13.84
     $15.03
     $14.50
     $0.10(3)Second quarter
     $14.05
     $18.47
     $14.31
     $0.16Third quarter
     $13.77
     $18.99
     $13.79
     $0.18Fourth quarter
     $13.76
     $15.29
     $11.66
     $0.23
 (1)    Net asset value per share is generally
determined as of the last day in the relevant period and therefore may not reflect the net asset value per share on the date of the high and
low sales prices. The net asset values shown are based on outstanding shares at the end of each period.
 (2)    Represents the dividend declared in the specified
period.
 (3)    Partial dividend paid to pre-IPO
shareholders on February 7, 2007, the closing date of the IPO.
  Distributions Policy
   
     Taxation of our Distributions
  Performance Graph
 (2)
 Shareholder Return Performance GraphCumulative Total Return Since Initial Public Offering
(1)Through November 30, 2007
 
 (1)    Our shares began trading on the New York
Stock Exchange on February 2, 2007.
 (2)    The BDC Peer Group consists of the following closed-end
investment companies that have elected to be regulated as business development companies under the 1940 Act:
 Allied Capital Corp.
     American Capital Strategies
     Ameritrans Capital Corp.
     Apollo Investment Corp.
     Ares Capital Corporation
     Blackrock Kelso Capital Corp.
     Capital Southwest Corp.
     
     Equus Total Return
     Gladstone Capital Corp.
     Gladstone Investment Corp.
     GSC Investment Corp
     Harris & Harris Group Inc.
     Hercules Tech Growth Capital
     Highland Distressed
     
     Kohlberg Capital Corp.
     Main Street Capital Corp.
     MCG Capital Corp.
     Medallion Financial Corp.
     MVC Capital
     NGP Capital Resources Co.
     Patriot Capital Funding Inc.
     
     PennantPark Investment Corp
     Prospect Capital Corp.
     TICC Capital
     Triangle Capital Corp.
  
 Recent Sales of Unregistered Securities
  Issuer Purchases of Equity Securities
   ITEM 6. SELECTED FINANCIAL DATA
  Year EndedNovember 30,2007
     
     
     Period fromDecember 8,2005to November 30,2006(1)Statements of operations data:Investment income
     $
     3,034,944
     
     
     $
     2,119,843Base management fees(2)
     
     2,233,670
     
     
     
     634,989All other expenses(3)
     
     2,902,561
     
     
     
     360,156Total expenses
     $
     5,136,231
     
     
     $
     995,145Less expense reimbursement by Adviser
     
     94,181
     
     
     
     Current and deferred tax expense, net
     
     (3,671,096
     )
     
     
     (516,055
     )Net realized gain (loss) on investments before current tax
benefit
     
     260,290
     
     
     
     (1,462
     )Unrealized gain on investments before deferred tax expense
     
     10,561,888
     
     
     
     328,858Increase in net assets resulting from operations
     $
     5,143,976
     
     
     $
     936,039Per common share data:Dividends and distributions to common stockholders
     $
     0.67
     
     
     
     0.34Net increase in stockholders equity resulting from operationsBasic and diluted
     $
     0.66
     
     
     $
     0.30Net asset value
     $
     13.76
     
     
     $
     13.70November 30,2007
     
     
     November 30,2006Statements of assets and liabilities data:Short-term investments
     $
     219,502
     
     
     $
     5,431,414Long-term investments
     
     158,416,831
     
     
     
     37,144,100Other assets
     
     319,052
     
     
     
     357,498Total assets
     $
     158,955,385
     
     
     $
     42,933,012Total liabilities
     
     37,042,419
     
     
     
     604,610Total net assets
     $
     121,912,966
     
     
     $
     42,328,402
 (1)    We were incorporated on September 8, 2005,
but did not commence operations until December 8, 2005.
 (2)    Includes $1,926,059 accrued as base management fees payable
to the Adviser under the Investment Advisory Agreement. Also includes $307,611 accrued as a provision for capital gains incentive fees
payable to the Adviser (net of $1,326,001 which represents the portion of the capital gains incentive fee which was attributable to
distributions that were characterized by the Company as return of capital for book purposes and was waived under the Expense Reimbursement
and Partial Fee Waiver Agreement). The provision for capital gains incentive fees resulted from the increase in fair value and unrealized
appreciation on investments. Pursuant to the Investment Advisory Agreement, the capital gains incentive fee is paid annually only if there
are realization events and only if the calculation defined in the agreement results in an amount due.
 (3)    Excludes current and deferred income taxes. Includes
$1,094,677 in operating expenses, $847,421 interest expense on our line of credit, and $228,750 in preferred stock dividends. Also includes
$731,713 of non-recurring expenses related to the loss on redemption of the previously outstanding Series A Redeemable Preferred Stock. The
Series A Redeemable Preferred Stock issuance in December 2006 was utilized as bridge financing to fund portfolio investments and was fully
redeemed upon completion of our initial public offering.
  
  ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 All statements contained herein, other than historical facts, constitute forward-looking
statements. These statements may relate to, among other things, future events or our future performance or financial condition. In
some cases, you can identify forward-looking statements by terminology such as may, might, believe,
will, provided, anticipate, future, could, growth, plan,
intend, expect, should, would, if, seek, possible,
potential, likely or the negative of such terms or comparable terminology. These forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements
to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such
forward-looking statements. For a discussion of factors that could cause our actual results to differ from forward-looking statements
contained herein, please see the discussion under the heading Risk Factors in Part I, Item 1A. of this report.
 We may experience fluctuations in our operating results due to a number of factors, including the return on
our equity investments, the interest rates payable on our debt investments, the default rates on such investments, the level of our
expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter
competition in our markets and general economic conditions. As a result of these factors, results for any period should not be relied upon
as being indicative of performance in future periods.
 Overview
   Portfolio and Investment Activity
  
  
  Name of PortfolioCompany (Segment)
     Nature of itsPrincipal Business
     SecuritiesHeld by Us
     AmountInvested(in millions)
     Fair MarketValue(in millions)
     CurrentYield(1)Abraxas Energy Partners, L.P.(Upstream)
     
     Natural gas and oil exploitation and development in the Delaware and Gulf Coast Basins of Texas
     
     Common Units
     
     $    7.5
     
     
     $    7.4
     
     
     9.0
     %Eagle Rock Energy Partners,L.P. (Midstream)
     
     Gatherer and processor of natural gas in north and east Texas and Louisiana
     
     Common Units
     
     12.2
     
     
     13.9
     
     
     8.0
     %EV Energy Partners, L.P.(Upstream)
     
     Acquirer, producer and developer of oil and gas properties
     
     Common Units
     
     7.5
     
     
     7.4
     
     
     6.5
     %High Sierra Energy, LP(Midstream)
     
     Marketer, processor and transporter of hydrocarbons with operations primarily in Colorado, Wyoming and Florida
     
     Common Units
     
     24.8
     
     
     27.3
     
     
     9.8
     %High Sierra Energy GP, LLC(Midstream)
     
     General Partner of High Sierra Energy, LP
     
     GP Interest
     
     2.0
     
     
     2.8
     
     
     2.0
     %(2)International ResourcePartners LP (Coal)
     
     Operator of both metallurgical and steam coal mines in Central
Appalachia
     
     Class A Units
     
     10.0
     
     
     9.0
     
     
     8.0
     %Legacy Reserves LP (Upstream)
     
     Oil and natural gas exploitation and development in the Permian Basin
     
     Limited PartnerUnits
     
     4.5
     
     
     5.7
     
     
     10.1
     %LONESTAR MidstreamPartners, LP (Midstream)
     
     Gatherer and processor of natural gas in six counties in Texas
     
     Class A Units
     
     23.4
     
     
     23.4
     
     
     8.0
     %(3)(4)LSMP GP, LP (Midstream)
     
     General Partner of LONESTAR Midstream Partners, LP
     
     GP LP Units
     
     0.5
     
     
     0.7
     
     
     1.7
     %(3)(4)Millennium Midstream Partners, LP (Midstream)
     
     Gatherer and processor of natural gas in Texas, Louisiana and offshore Gulf of Mexico
     
     Class A Common UnitsIncentive Distribution Rights
     
     17.5
     
     
     15.7
     
     
     8.5
     %Mowood, LLC (Downstream)
     
     Natural gas distribution in central Missouri
     
     Equity interest
     
     1.5
     
     
     2.8
     
     
     10.0
     %(5)with Department of Defense contract through 2014 and landfill gas to energy projects
     
     Subordinated Debt
     
     7.1
     
     
     7.1
     
     
     12.0
     %Quest Midstream Partners, L.P.(Midstream)
     
     Operator of natural gas gathering pipelines in the Cherokee
Basin and interstate natural gas transmission pipelines in Oklahoma, Kansas
and Missouri
     
     Common Units
     
     22.2
     
     
     21.9
     
     
     9.2
     %VantaCore Partners LP (Aggregate)
     
     Acquirer and operator of aggregate companies, with quarry
operations in Clarksville, Tennessee
     
     Common Units Incentive DistributionRights
     
     8.5
     
     
     9.5
     
     
     9.5
     %Secured CreditFacility
     
     3.8
     
     
     3.8
     
     
     10.7
     %(6)$153.0
     
     
     $158.4
 (1)    The current yield has been calculated by
annualizing the most recent distribution and dividing by the amount invested in the underlying security. Actual distributions to us are
based on each companys available cash flow and are subject to change.
 (2)    Includes original purchase of 3 percent equity interest,
sale of 0.6274 percent equity interest in July 2007 and subsequent capital calls.
 (3)    Distributions are paid in kind.
 (4)    Includes the purchase of 60,858 of additional Class A Common
Units from LONESTAR Midstream Partners, LP for $1,217,160 and 9 GP LP Units from LSMP GP LP for $18,834 in December 2007.
 (5)    Represents an equity distribution on our invested capital.
We expect that, pending cash availability, such equity distributions will recur on a quarterly basis at or above such yield.
 (6)    Variable interest rate.
 Abraxas Energy Partners, L.P. (Abraxas)
  Eagle Rock Energy Partners, L.P. (Eagle Rock Energy)
   
 EV Energy Partners, L.P. (EV)
  High Sierra Energy, LP (High Sierra)
  High Sierra Energy GP, LLC (High Sierra GP)
  International Resource Partners LP (IRP)
  Legacy Reserves LP (Legacy)
  LONESTAR Midstream Partners, LP (Lonestar)
  LSMP GP, LP (LSMP GP)
  Millennium Midstream Partners, LP (Millennium)
  Mowood, LLC (Mowood)
  Quest Midstream Partners, L.P. (Quest)
   
 VantaCore Partners LP (VantaCore)
        Results of Operations
  Investment Income:
 Net Expenses:
 Distributable Cash Flow:
  
   Distributable Cash Flow
     Year endedNovember 30, 2007Total Distributions Received from InvestmentsDistributions from investments
     $
     6,520,432Distributions paid in stock
     
     295,120Interest income from investments
     
     921,978Dividends from money market mutual funds
     
     624,385Total from Investments
     
     8,361,915Operating Expenses Before Leverage Costs and Current TaxesAdvisory fees (net of expense reimbursement by Adviser)
     
     1,831,878Other operating expenses (excluding capital gain incentive fees)
     
     1,094,6772,926,555Distributable cash flow before leverage costs and current taxes
     
     5,435,360Leverage Costs (excluding loss on redemption of preferred stock)
     
     1,076,171Distributable Cash Flow
     $
     4,359,189DCF/GAAP ReconciliationAdjustments to reconcile to Net Investment Loss, before Income
TaxesDistributions paid in stock
     $
     (295,120
     )Return of capital on distributions received from equity
investments
     
     (5,031,851
     )Capital gain incentive fees
     
     (307,611
     )Loss on redemption of preferred stock
     
     (731,713
     )Net Investment Loss, before Income Taxes
     $
     (2,007,106
     )
 Dividends:
 Record Date
     Payment Date
     AmountNovember 23, 2007
     November 30, 2007
     $0.23August 21, 2007
     September 4, 2007
     $0.18May 22, 2007
     June 1, 2007
     $0.16January 31, 2007
     February 7, 2007
     $0.10
 Net Investment Income (Loss):
 Net Realized and Unrealized Gain (Loss):
 Recent Developments
   
    Liquidity and Capital Resources
   Contractual Obligations
  Total
     
     Fiscal2008
     
     Fiscal2009
     
     Fiscal2010
     
     Fiscal2011
     
     After2011Secured revolving credit facility (1)
     $
     30.6
     
     $
     30.6
     
     
     
     
     
     
     
     Purchase commitment(2)
     $
     1.2
     
     $
     1.2
     
     
     
     
     
     
     
     $
     31.8
     
     $
     31.8
     
     
     
     
     
     
     
     
 (1)    At November 30, 2007, the outstanding
balance under the credit facility was $30,550,000. The credit facility expires on March 21, 2008.
 (2)    We agreed to purchase, subject to the satisfaction of
certain conditions, $1,217,160 in 60,858 additional Class A common units of LONESTAR Midstream Partners, LP and $18,834 in 9 GP LP units of
LSMP GP, LP in December 2007.
 Off-Balance Sheet Arrangements
  Borrowings
   Critical Accounting Policies
   
 Valuation of Portfolio Investments
  Interest and Fee Income Recognition
  Security Transactions and Investment Income Recognition
  Federal and State Income Taxation
   ITEM 7A. QUANTITIATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
     
     ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
   ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
   ITEM 9A. CONTROLS AND PROCEDURES
     ITEM 9B. OTHER INFORMATION
  PART III
  ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
   ITEM 11. EXECUTIVE COMPENSATION
   
  ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
   ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
   ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  PART IV
  ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
    ExhibitNo.
     
     Description of Document3.1
     
     Articles of Incorporation(1)3.2
     
     Articles Supplementary(3)3.3
     
     Bylaws(1)4.1
     
     Form of Stock Certificate(3)4.2
     
     Form of Warrant dated December 2006(3)4.3
     
     Registration Rights Agreements with Merrill Lynch & Co; Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Stifel, Nicolaus
& Company, Incorporated dated January 9, 2006(1)4.3
     
     Registration Rights Agreement dated April 2007(7)10.1
     
     Dividend Reinvestment Plan(11)10.2
     
     Investment Advisory Agreement with Tortoise Capital Advisors,
L.L.C. dated January 1, 2007(3)10.4
     
     Sub-Advisory Agreement with Kenmont Investments Management, L.P.
dated January 1, 2007(3)10.5
     
     Custody Agreement with U.S. Bank National Association dated
September 13, 2005(1)10.6
     
     Stock Transfer Agency Agreement with Computershare Investor
Services, LLC dated September 13, 2005(1)10.7
     
     Administration Agreement with Tortoise Capital Advisors, L.L.C.
dated November 14, 2006(3)10.8
     
     Warrant Agreement with Computershare Investor Services, LLC as
Warrant Agent dated December 8, 2005(1)10.9
     
     Credit Agreement dated April 23, 2007(6)10.11
     
     First Amendment to Credit Agreement dated July 18, 2007(8)10.12
     
     Second Amendment to Credit Agreement dated September 28, 2007(9)10.13
     
     Security Agreement dated April 23, 2007(6)10.3
     
     Expense Reimbursement and Partial Fee Waiver Agreement dated as
of November 30, 2007 by and among Tortoise Capital Resources Corporation and
Tortoise Capital Advisors, LLC(10)14.1
     
     Code of Ethics for Principal Executive Officer and Principal
Financial Officerfiled herewith(24)
     
     Power of Attorney (included on the signature page)31.1
     
     Certification by Chief Executive Officer pursuant to Exchange
Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002filed herewith.31.2
     
     Certification by Chief Financial Officer pursuant to Exchange
Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002filed herewith.32.1
     
     Certification by Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002filed herewith.
  
 (1)    Incorporated by reference to the Registrants
Registration Statement on Form N-2, filed August 28, 2006 (File No. 333-136923).
 (2)    Incorporated by reference to Pre-Effective Amendment No. 1
to the Registrants Registration Statement on Form N-2, filed November 9, 2006 (File No. 333-136923).
 (3)    Incorporated by reference to Pre-Effective Amendment No. 2
to the Registrants Registration Statement on Form N-2, filed January 9, 2007 (File No. 333-136923).
 (4)    Incorporated by reference to Pre-Effective Amendment No. 3
to the Registrants Registration Statement on Form N-2, filed January 18, 2007 (File No. 333-136923).
 (5)    Incorporated by reference to Pre-Effective Amendment No. 4
to the Registrants Registration Statement on Form N-2, filed January 26, 2007 (File No. 333-136923).
 (6)    Incorporated by reference to the Registrants current
report on Form 8-K, filed April 27, 2007.
 (7)    Incorporated by reference to Pre-Effective Amendment No. 1
to the Registrants Registration Statement on Form N-2, filed July 3, 2007 (File No. 333-142859)
 (8)    Incorporated by reference to the Registrants current
report on Form 8-K, filed July 20, 2007.
 (9)    Incorporated by reference to the Registrants current
report on Form 8-K, filed October 3, 2007.
 (10)  Incorporated by reference to the Registrants current report on
Form 8-K, filed December 6, 2007.
 (11)  Incorporated by reference to the Registrants Quarterly Report on
Form 10-Q for the quarter ended August 31, 2007 and filed on October 12, 2007.
   
 INDEX TO FINANCIAL STATEMENTSPageReport of Independent Registered Public Accounting Firm
     F-2Statements of Assets and Liabilities as of November 30, 2007 and November 30, 2006
     F-3Schedule of Investments as of November 30, 2007
     F-4Schedule of Investments as of November 30, 2006
     F-5Statements of Operations for the year ended November 30, 2007 and the periodDecember 8, 2005(1) through November 30, 2006
     F-6Statements of Changes in Net Assets for the year ended November 30, 2007 and the periodDecember 8, 2005(1) through November 30, 2006
     F-8Statements of Cash Flows for the year ended November 30, 2007 and the periodDecember 8, 2005(1) through November 30, 2006
     F-9Financial Highlights for the year ended November 30, 2007 and the periodDecember 8, 2005(1) through November 30, 2006
     F-11Notes to Financial Statements
     F-13Company Officers and Directors (Unaudited)
     F-22Additional Information (Unaudited)
     F-24EXHIBIT 14.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1
 (1)    Commencement of Operations.
  
  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
  
  
 STATEMENTS OF ASSETS & LIABILITIES
 November 30, 2007
     
     November 30, 2006AssetsInvestments at value, non-affiliated (cost $31,716,576 and
$21,867,831, respectively)
     $
     37,336,154
     
     $
     22,196,689Investments at value, affiliated (cost $95,507,198 and
$14,828,825, respectively)
     
     98,007,275
     
     
     14,828,825Investments at value, control (cost $20,521,816 and $5,550,000,
respectively)
     
     23,292,904
     
     
     5,550,000Total investments (cost $147,745,590 and $42,246,656,
respectively)
     
     158,636,333
     
     
     42,575,514Income tax receivable
     
     218,935
     
     
     Receivable for Adviser reimbursement
     
     94,181
     
     
     Interest receivable from control investments
     
     68,686
     
     
     43,983Other receivable from affiliate
     
     
     
     
     44,487Dividends receivable
     
     1,419
     
     
     24,262Prepaid expenses and other assets
     
     154,766
     
     
     244,766Total assets
     
     159,174,320
     
     
     42,933,012LiabilitiesBase management fees payable to Adviser
     
     565,086
     
     
     112,765Accrued capital gain incentive fees payable to Adviser (Note 4)
     
     307,611
     
     
     Payable for investments purchased
     
     1,235,994
     
     
     Accrued expenses and other liabilities
     
     419,744
     
     
     155,303Short-term borrowings
     
     30,550,000
     
     
     Current tax liability
     
     
     
     
     86,386Deferred tax liability
     
     4,182,919
     
     
     250,156Total liabilities
     
     37,261,354
     
     
     604,610Net assets applicable to common stockholders
     $
     121,912,966
     
     
     42,328,402Net Assets Applicable to Common Stockholders Consist of:Warrants, no par value; 945,774 issued and outstandingat November 30, 2007 and 772,124 issued and outstanding atNovember 30, 2006 (5,000,000 authorized)
     $
     1,370,957
     
     $
     1,104,137Capital stock, $0.001 par value; 8,858,168 shares issued andoutstanding at November 30, 2007 and 3,088,596 issued and
outstandingat November 30, 2006 (100,000,000 shares authorized)
     
     8,858
     
     
     3,089Additional paid-in capital
     
     115,186,412
     
     
     41,018,413Accumulated net investment loss, net of deferred tax benefit
     
     (1,565,774
     )
     
     Accumulated realized gain (loss), net of deferred tax expense
(benefit)
     
     160,474
     
     
     (906
     )Net unrealized appreciation of investments, net of deferred tax
expense
     
     6,752,039
     
     
     203,669Net assets applicable to common stockholders
     $
     121,912,966
     
     $
     42,328,402Net Asset Value per common share outstanding (net assets
applicableto common stock, divided by common shares outstanding)
     $
     13.76
     
     $
     13.70
 See accompanying Notes to the Financial Statements.
  
  
 SCHEDULE OF INVESTMENTS
  Company
     EnergyInfrastructureSegment
     Type of Investment
     
     
     Cost
     
     
     ValueControl Investments(1)Mowood, LLC
     Downstream
     Equity Interest (100%)(2)
     
     $
     1,500,000
     
     $
     2,816,148Subordinated Debt (12% Due 7/1/2016)(2)
     
     
     7,050,000
     
     
     7,050,000VantaCore Partners LP
     Aggregate
     Common Units (425,000)(2)
     
     
     8,169,420
     
     
     9,458,350Subordinated Debt(10.73% Due 5/21/2014)(2)(3)
     
     
     3,750,000
     
     
     3,750,000Incentive Distribution Rights (789)(2)(7)
     
     
     52,396
     
     
     218,406Total Control Investments  19.1%(4)
     
     
     
     
     20,521,816
     
     
     23,292,904Affiliated Investments(5)High Sierra Energy, LP
     Midstream
     Common Units (999,614)(2)
     
     
     24,005,079
     
     
     27,279,466International Resource Partners LP
     Coal
     Class A Units (500,000)(2)
     
     
     9,840,000
     
     
     9,048,521LONESTAR Midstream Partners, LP
     Midstream
     Class A Units (1,184,532)(2)(6)
     
     
     23,395,520
     
     
     23,418,198LSMP GP, LP
     Midstream
     GP LP Units (180 units)(2)
     
     
     549,142
     
     
     679,482Quest Midstream Partners, L.P.
     Midstream
     Common Units (1,180,946)(2)
     
     
     21,235,694
     
     
     21,847,501Millennium Midstream Partners, LP
     Midstream
     Class A Common Units (875,000)(2)
     
     
     16,437,410
     
     
     15,452,412Incentive Distribution Rights (78)(2)(7)
     
     
     44,353
     
     
     281,695Total Affiliated Investments  80.4%(4)
     
     
     
     
     95,507,198
     
     
     98,007,275Non-affiliated InvestmentsAbraxas Energy Partners, L.P.
     Upstream
     Common Units (450,181)(2)
     
     
     7,286,495
     
     
     7,365,704Eagle Rock Energy Partners, L.P.(8)
     Midstream
     Common Units (659,071)
     
     
     10,931,340
     
     
     13,893,217EV Energy Partners, L.P.(8)
     Upstream
     Common Units (217,391)(2)
     
     
     7,407,816
     
     
     7,356,511Legacy Reserves LP(8)
     Upstream
     Limited Partner Units (264,705)
     
     
     3,871,099
     
     
     5,654,099High Sierra Energy GP, LLC
     Midstream
     Equity Interest (2.37%)(2)
     
     
     2,000,324
     
     
     2,847,121First American Government
     Short-termObligations Fund
     investment
     Class Y shares
     
     
     219,502
     
     
     219,502Total Non-affiliated Investments  30.6%(4)
     
     
     
     
     31,716,576
     
     
     37,336,154Total Investments  130.1%(4)
     
     
     
     $
     147,745,590
     
     $
     158,636,333
 (1)    Control investments are generally defined
under the Investment Company Act of 1940 as companies in which at least 25% of the voting securities are owned; see Note 7 to the financial
statements for further disclosure.
 (2)    Fair valued securities have a total value of $138,869,515,
which represents 113.9% of net assets applicable to common stockholders. These securities are deemedto be restricted; see Note 6 to the
financial statements for further disclosure.
 (3)    Security is a variable rate instrument. Interest rate is as
of November 30, 2007.
 (4)    Calculated as a percentage of net assets applicable to
common stockholders.
 (5)    Affiliated investments are generally defined under the
Investment Company Act of 1940 as companies in which at least 5% of the voting securities are owned. Affiliated investments in which at
least 25% of the voting securities are owned are generally defined as control investments as described in footnote 1; see Note 7to the
financial statements for further disclosure.
 (6)    Distributions are paid-in-kind.
 (7)    Currently non-income producing.
 (8)    Publicly-traded company.
 See accompanying Notes to the Financial Statements.
  
  
 SCHEDULE OF INVESTMENTS
  Company
     EnergyInfrastructureSegment
     Type of Investment
     
     
     Cost
     
     
     ValueControl Investments(1)Mowood, LLC
     Downstream
     Equity Interest (100%)(2)
     
     $
     1,000,000
     
     $
     1,000,000Subordinated Debt (12% Due 7/1/2016)(2)
     
     
     4,550,000
     
     
     4,550,000Total Control Investments  13.2%(3)
     
     
     
     
     5,550,000
     
     
     5,550,000Affiliated Investments(4)High Sierra Energy, LP
     Midstream
     Common Units (633,179)(2)
     
     
     14,828,825
     
     
     14,828,825Total Affiliated Investments  35.0%(3)
     
     
     
     
     14,828,825
     
     
     14,828,825Non-affiliated InvestmentsEagle Rock Energy Partners, L.P.
     Midstream
     Common Units (474,071)(2)
     
     
     8,449,785
     
     
     8,533,278Eagle Rock Energy Partners, L.P.
     Midstream
     Common Units (185,000)
     
     
     3,515,000
     
     
     3,494,650Legacy Reserves LP
     Upstream
     Limited Partner Units (264,705)(2)
     
     
     4,300,446
     
     
     4,566,161High Sierra Energy GP, LLC
     Midstream
     Options (3%)(2)(5)
     
     
     171,186
     
     
     171,186First American Prime Obligations
     Short-termMoney Market Fund
     investment
     Class Y shares
     
     
     5,431,414
     
     
     5,431,414Total Non-affiliated Investments  52.4%(3)
     
     
     
     
     21,867,831
     
     
     22,196,689Total Investments  100.6% (3)
     
     
     
     $
     42,246,656
     
     $
     42,575,514
 (1)    Control investments are generally defined
under the Investment Company Act of 1940 as companies in which at least 25% of the voting securities are owned; see Note 7 to the financial
statements for further disclosure.
 (2)    Fair valued securities have a total value of $33,649,450,
which represents 79.5% of net assets applicable to common stockholders. These securities are deemed to be restricted; see Note 6 to the
financial statements for further disclosure.
 (3)    Calculated as a percentage of net assets applicable to
common stockholders.
 (4)    Affiliated investments are generally defined under the
Investment Company Act of 1940 as companies in which at least 5% of the voting securities are owned. Affiliated investments in which at
least 25% of the voting securities are owned are generally defined as control investments as described in footnote 1; see Note 7to the
financial statements for further disclosure.
 (5)    The Company has an option to purchase a 3% Membership
Interest (fully diluted) in High Sierra Energy GP, LLC at an exercise price of $2,250,000. The option may be exercised any time prior to May
2, 2007.
 See accompanying Notes to the Financial Statements.
  
  
 STATEMENT OF OPERATIONS
 Year EndedNovember 30, 2007
     
     Period fromDecember 8, 2005(1)throughNovember 30, 2006Investment IncomeDistributions from investmentsNon-affiliated investments
     $
     1,885,231
     
     $
     4,122,244Affiliated investments
     
     4,245,481
     
     
     100,000Control investments
     
     389,720
     
     
     Total distributions from investments
     
     6,520,432
     
     
     4,222,244Less return of capital on distributions
     
     (5,031,851
     )
     
     (3,808,154
     )Net distributions from investments
     
     1,488,581
     
     
     414,090Fee income
     
     
     
     
     225,000Dividends from money market mutual funds
     
     624,385
     
     
     1,210,120Interest income from affiliated investments
     
     
     
     
     270,633Interest income from control investments
     
     921,978
     
     
     Total Investment Income
     
     3,034,944
     
     
     2,119,843Operating ExpensesBase management fees
     
     1,926,059
     
     
     634,989Capital gain incentive fees (Note 4)
     
     307,611
     
     
     Professional fees
     
     727,055
     
     
     205,018Directors fees
     
     84,609
     
     
     69,550Administrator fees
     
     81,002
     
     
     1,322Reports to stockholders
     
     53,610
     
     
     15,810Registration fees
     
     40,660
     
     
     Fund accounting fees
     
     32,183
     
     
     25,536Stock transfer agent fees
     
     13,600
     
     
     17,329Custodian fees and expenses
     
     10,174
     
     
     6,647Other expenses
     
     51,784
     
     
     18,944Total Operating Expenses
     
     3,328,347
     
     
     995,145Interest expense
     
     847,421
     
     
     Preferred stock dividends
     
     228,750
     
     
     Loss on redemption of preferred stock
     
     731,713
     
     
     Total Interest Expense, Preferred Stock Dividendsand Loss on Redemption of Preferred Stock
     
     1,807,884
     
     
     Total Expenses
     
     5,136,231
     
     
     995,145Less expense reimbursement by Adviser
     
     (94,181
     )
     
     Net Expenses
     
     5,042,050
     
     
     995,145Net Investment Income (Loss), before Income Taxes
     
     (2,007,106
     )
     
     1,124,698Current tax benefit (expense)
     
     261,667
     
     
     (266,455
     )Deferred tax benefit (expense)
     
     179,665
     
     
     (124,967
     )Total tax benefit (expense)
     
     441,332
     
     
     (391,422
     )Net Investment Income (Loss)
     
     (1,565,774
     )
     
     733,276
  
 
 STATEMENT OF OPERATIONS
 (Continued)
 Year EndedNovember 30, 2007
     
     Period fromDecember 8, 2005(1)throughNovember 30, 2006Realized and Unrealized Gain (Loss) on InvestmentsNet realized gain (loss) on investments, before deferred tax benefit (expense)
     
     260,290
     
     
     (1,462
     )Current tax benefit
     
     
     
     
     556Deferred tax expense
     
     (98,910
     )
     
     Net realized gain (loss) on investments
     
     161,380
     
     
     (906
     )Net unrealized appreciation of non-affiliated investments
     
     5,528,064
     
     
     328,858Net unrealized appreciation of affiliated investments
     
     2,262,736
     
     
     Net unrealized appreciation of control investments
     
     2,771,088
     
     
     Net unrealized appreciation, before deferred taxes
     
     10,561,888
     
     
     328,858Deferred tax expense
     
     (4,013,518
     )
     
     (125,189
     )Net unrealized appreciation of investments
     
     6,548,370
     
     
     203,669Net Realized and Unrealized Gain (Loss) on Investments
     
     6,709,750
     
     
     202,763Net Increase in Net Assets Applicable to Common StockholdersResulting from Operations
     $
     5,143,976
     
     $
     936,039Net Increase in Net Assets Applicable to Common Stockholders:Resulting from Operations Per Common ShareBasic and diluted
     $
     0.66
     
     $
     0.30Weighted Average Shares of Common Stock Outstanding:Basic and diluted
     
     7,751,591
     
     
     3,088,596
 (1)    Commencement of Operations.
 See accompanying Notes to the Financial Statements.
  
  
 STATEMENTS OF CHANGES IN NET ASSETS
 Year EndedNovember 30, 2007
     
     Period fromDecember 8, 2005(1)throughNovember 30, 2006OperationsNet investment income (loss)
     $
     (1,565,774
     )
     $
     733,276Net realized gain (loss) on investments
     
     161,380
     
     
     (906
     )Net unrealized appreciation on investments
     
     6,548,370
     
     
     203,669Net increase in net assets applicable to common stockholders
resulting from operations
     
     5,143,976
     
     
     936,039Dividends and Distributions to Common StockholdersNet investment income
     
     
     
     
     (639,220
     )Return of capital
     
     (5,349,244
     )
     
     (410,903
     )Total dividends and distributions to common stockholders
     
     (5,349,244
     )
     
     (1,050,123
     )Capital Stock TransactionsProceeds from private offerings of 3,066,667 common shares
     
     
     
     
     44,895,868Proceeds from issuances of 772,124 warrants
     
     
     
     
     1,104,137Proceeds from initial public offering of 5,740,000 common shares
     
     86,100,000
     
     
     Proceeds from issuance of 185,000 warrants
     
     283,050
     
     
     Proceeds from exercise of 11,350 warrants
     
     170,250
     
     
     Underwriting discounts and offering expenses associated with the
issuance of common stock
     
     (7,006,341
     )
     
     (3,769,373
     )Issuance of 18,222 common shares from reinvestment of dividend
distributions to stockholders
     
     242,873
     
     
     Net increase in net assets, applicable to common stockholders,
from capital stock transactions
     
     79,789,832
     
     
     42,230,632Total increase in net assets applicable to common stockholders
     
     79,584,564
     
     
     42,116,548Net AssetsBeginning of period
     
     42,328,402
     
     
     211,854End of period
     $
     121,912,966
     
     $
     42,328,402Accumulated net investment loss net of deferred tax benefit, at
end of period
     $
     (1,565,774
     )
     $
     
 (1)    Commencement of Operations.
 See accompanying Notes to the Financial Statements.
  
  
 STATEMENTS OF CASH FLOWS
 Year EndedNovember 30, 2007
     
     Period fromDecember 8, 2005(1)throughNovember 30, 2006Cash Flows From Operating ActivitiesDistributions received from investments
     $
     6,520,432
     
     $
     4,222,244Interest and dividend income received
     
     1,535,673
     
     
     1,412,509Fee income received
     
     
     
     
     225,000Purchases of long-term investments
     
     (114,999,341
     )
     
     (42,065,001
     )Proceeds from sales of long-term investments
     
     640,656
     
     
     1,440,143Proceeds (purchases) of short-term investments, net
     
     5,211,912
     
     
     (5,431,414
     )Interest expense paid
     
     (665,865
     )
     
     Current tax expense paid
     
     
     
     
     (179,513
     )Preferred stock dividends
     
     (228,750
     )
     
     Operating expenses paid
     
     (2,438,378
     )
     
     (1,110,387
     )Net cash used in operating activities
     
     (104,423,661
     )
     
     (41,486,419
     )Cash
Flows from Financing ActivitiesIssuance of common stock (including warrant exercises)
     
     86,270,250
     
     
     46,000,005Common stock issuance costs
     
     (6,841,555
     )
     
     (3,769,373
     )Issuance of preferred stock
     
     18,216,950
     
     
     Redemption of preferred stock
     
     (18,870,000
     )
     
     Preferred stock issuance costs
     
     (78,663
     )
     
     Issuance of warrants
     
     283,050
     
     
     Advances from revolving line of credit
     
     46,450,000
     
     
     Repayments on revolving line of credit
     
     (15,900,000
     )
     
     Dividends paid to common stockholders
     
     (5,106,371
     )
     
     (1,050,123
     )Net cash provided by financing activities
     
     104,423,661
     
     
     41,180,509Net decrease in cash
     
     
     
     
     (305,910
     )Cashbeginning of period
     
     
     
     
     305,910Cashend of period
     $
     
     
     $
     
  
 
 STATEMENTS OF CASH FLOWS
 (Continued)
 Year EndedNovember 30, 2007
     
     Period fromDecember 8, 2005(1)throughNovember 30, 2006Reconciliation of net increase in net assets applicable to common stockholdersresulting from operations to net cash used in operating
activitiesNet increase in net assets applicable to common
stockholders resulting from operations
     $
     5,143,976
     
     $
     936,039Adjustments to reconcile net increase in net assets
applicable to common stockholdersresulting from operations to net cash used in operating
activities:Purchases of long-term investments
     
     (116,235,335
     )
     
     (42,065,001
     )Return of capital on distributions received
     
     5,031,851
     
     
     3,808,154Proceeds from sales of long-term investments
     
     640,656
     
     
     1,440,143Proceeds (purchases) of short-term investments, net
     
     5,211,912
     
     
     (5,431,414
     )Accrued capital gain incentive fees payable to Adviser
     
     307,611
     
     
     Deferred income tax expense
     
     3,932,763
     
     
     250,156Realized loss (gain) on investments
     
     (260,290
     )
     
     1,462Amortization of issuance costs
     
     9,900
     
     
     Loss on redemption of preferred stock
     
     731,713
     
     
     Net unrealized appreciation of investments
     
     (10,561,888
     )
     
     (328,858
     )Changes in operating assets and liabilities:Increase in income tax receivable
     
     (218,935
     )
     
     Increase in interest, dividend and distribution receivable
     
     (1,860
     )
     
     (68,245
     )(Increase) decrease in prepaid expenses and other assets
     
     72,074
     
     
     (289,253
     )Increase (decrease) in current tax liability
     
     (86,386
     )
     
     86,386Increase in management fees payable to Adviser, net of
reimbursement
     
     358,140
     
     
     112,765Increase in payable for investments purchased
     
     1,235,994
     
     
     Increase in accrued expenses and other liabilities
     
     264,443
     
     
     61,247Total adjustments
     
     (109,567,637
     )
     
     (42,422,458
     )Net cash used in operating activities
     $
     (104,423,661
     )
     $
     (41,486,419
     )Non-Cash Financing ActivitiesReinvestment of distributions by common stockholders in additional common shares
     $
     242,873
     
     $
     
 (1)    Commencement of Operations.
 See accompanying Notes to the Financial Statements.
  
  
 FINANCIAL HIGHLIGHTS
 Year EndedNovember 30, 2007
     
     Period fromDecember 8, 2005(1)throughNovember 30, 2006Per Common Share Data(2)Net Asset Value, beginning of period
     $
     13.70
     
     $
     Initial offering price
     
     
     
     
     15.00Premium less underwriting discounts and offering costs on
initial publicoffering of common shares(3)
     
     0.01
     
     
     Underwriting discounts and offering costs on issuance of common
shares
     
     
     
     
     (1.22
     )Income from Investment Operations:Net investment income (loss)(4)
     
     (0.18
     )
     
     0.21Net realized and unrealized gain on investments(4)
     
     0.90
     
     
     0.05Total increase from investment operations
     
     0.72
     
     
     0.26Less Dividends and Distributions to Common Stockholders:Net investment income
     
     
     
     
     (0.21
     )Return of capital
     
     (0.67
     )
     
     (0.13
     )Total dividends and distributions to common stockholders
     
     (0.67
     )
     
     (0.34
     )Net Asset Value, end of period
     $
     13.76
     
     $
     13.70Per common share market value, end of period(5)
     $
     11.66
     
     
     N/ATotal Investment Return, including capital gain incentive fees,
based on net asset value(6)
     
     5.35
     %
     
     (6.39
     )%Total Investment Return, excluding capital gain incentive fees,
based on net asset value(6)
     
     5.57
     %
     
     (6.39
     )%Total Investment Return, based on market value(7)
     
     (19.05
     )%
     
     N/A
 (1)    Commencement of Operations.
 (2)    Information presented relates to a share of common stock
outstanding for the entire period.
 (3)    Represents the premium on the initial public offering of
$1.17 per share, less the underwriting discounts and offering costs of $1.16 per share.
 (4)    The per common share data for the period from December 8,
2005 through November 30, 2006 do not reflect the change in estimate of investment incomeand return of capital for the respective period.
See Note 2D to the financial statements for further disclosure.
 (5)    Per common share market value for the period from December
8, 2005 through November 30, 2006 is not applicable as shares were not publicly traded.
 (6)    Not annualized for periods less than a year. Total
investment return is calculated assuming a purchase of common stock at net asset value per share asof the beginning of the period,
reinvestment of dividends at net asset value, and a sale at net asset value at the end of the period.
 (7)    Total investment return is calculated assuming a purchase of
common stock at the initial public offering price,reinvestment of dividends at actual prices pursuant to the Companys dividend
reinvestment plan or market value, as applicable, and a sale at the current market price on the last day of the period reported (excluding
brokerage commissions). Total investment return on a market value basis is shown for the period from February 7, 2007 (the Companys
initial public offering) through November 30, 2007.
  
 
 FINANCIAL HIGHLIGHTS
 (Continued)
 Year EndedNovember 30, 2007
     
     Period fromDecember 8, 2005(1)throughNovember 30, 2006Supplemental Data and RatiosNet assets applicable to common stockholders, end of period
(000s)
     $
     121,913
     
     $
     42,328Ratio of expenses (including current and deferred income tax
expenseand capital gain incentive fees) to average net assets(8)(9)(10)(14)
     
     8.35
     %
     
     3.64
     %Ratio of expenses (excluding current and deferred income tax
expense)to average net assets(8)(11)(14)
     
     4.69
     %
     
     2.40
     %Ratio of expenses (excluding current and deferred income tax
expenseand capital gain incentive fees) to average net assets(8)(11)(12)(14)
     
     4.40
     %
     
     2.40
     %Ratio of net investment income (loss) to average net assets
before currentand deferred income tax expense and capital gain incentive fees(8)(11)(12)(15)
     
     (1.58
     )%
     
     2.71
     %Ratio of net investment income (loss) to average net assets
before currentand deferred income tax expense(8)(10)(11)(15)
     
     (1.87
     )%
     
     2.71
     %Ratio of net investment income (loss) to average net assets
after currentand deferred income tax expense and capital gain incentive fees(8)(9)(10)(15)
     
     (5.52
     )%
     
     1.47
     %Portfolio turnover rate(8)
     
     0.62
     %
     
     9.51
     %Short-term borrowings, end of period (000s)
     $
     30,550
     
     
     Asset coverage, per $1,000 of short-term borrowings(13)
     $
     4,991
     
     
     Asset coverage ratio of short-term borrowings(13)
     
     4.99
     %
     
     
 (8)    Annualized for periods less than one full year.
 (9)    For the year ended November 30, 2007, the
Company accrued $261,667 in current income tax benefit and $3,932,763 in deferred income tax expense. For the period from December 8, 2005
through November 30, 2006, the Company accrued $265,899 in current income tax expense, and $250,156 in deferred income tax
expense.
 (10)  During the period ended November 30, 2007, the Company accrued $307,611
as a provision for capital gains incentive fees. There were no capital gain incentive fees accrued for the period from December 8, 2005
through November 30, 2006.
 (11)  The ratio excludes the impact of current and deferred income taxes.
 (12)  The ratio excludes the impact of capital gain incentive fees.
 (13)  Represents value of total assets less all liabilities and indebtedness
not represented by short-term borrowings at the end of the period divided by short-term borrowings outstanding at the end of the
period.
 (14)  The decrease in ratio of expenses as a result of the base management
fee expense reimbursement was 0.09%.
 (15)  The decrease in net investment loss as a result of the base management
fee expense reimbursement was 0.09%.
 See accompanying Notes to the Financial Statements.
  
  
 NOTES TO FINANCIAL STATEMENTS
  1. Organization
  2. Significant Accounting Policies
 A. Use of Estimates
 B. Investment Valuation
         
   C. Interest and Fee Income
 D. Security Transactions and Investment Income
  E. Dividends to Stockholders
 F. Federal and State Income Taxation
  
  G. Organization Expenses and Offering Costs
 H. Indemnifications
 I. Warrants
 J. Recent Accounting Pronouncements Accounting for Uncertainty in Income Taxes
 Fair Value
Measurements
 3. Concentration of Risk
   
 4. Agreements
        
      5. Income Taxes
  November 30, 2007
     
     November 30, 2006Deferred tax assets:Organization costs
     $
     29,280
     
     $
     31,532Capital gain incentive fees
     
     116,892
     
     
     Net operating loss carryforwards
     
     1,397,684
     
     
     1,543,856
     
     
     31,532Deferred tax liabilities:Net unrealized gains on investment securities
     
     4,138,485
     
     
     124,967Basis reduction of investment in MLPs
     
     1,588,290
     
     
     156,7215,726,775
     
     
     281,688Total net deferred tax liability
     $
     4,182,919
     
     $
     250,156
   Year EndedNovember 30, 2007
     
     For the periodDecember 8, 2005 toNovember 30, 2006Application of statutory income tax rate
     $
     2,997,124
     
     $
     493,713State income taxes, net of federal taxes
     
     354,031
     
     
     58,084Preferred dividends
     
     86,925
     
     
     Loss on redemption of preferred stock
     
     278,051
     
     
     Change in deferred tax valuation allowance
     
     
     
     
     (35,742
     )Change in prior year tax expense
     
     (45,035
     )
     
     Total tax expense
     $
     3,671,096
     
     $
     516,055
  
   6. Restricted Securities
  November 30, 2007Investment Security
     EquityInterest,Units orPrincipalAmount
     AcquisitionDates
     
     AcquistionCost
     
     Value PerUnit
     Value asPercentof NetAssetsAbraxas Energy Partners, L.P.
     Common Units
     450,181
     5/25/07
     
     $
     7,500,015
     
     $16.36
     
     6.0
     %EV Energy Partners, L.P.
     Common Units
     217,391
     6/1/07
     
     
     7,499,990
     
     33.84
     
     6.0High Sierra Energy, LP
     Common Units
     999,614
     11/2/06, 6/15/07
     
     
     24,828,836
     
     27.29
     
     22.4High Sierra Energy GP, LLC
     Equity Interest
     2.37%
     11/2/06, 5/1/07
     
     
     2,005,491
     
     N/A
     
     2.3International Resource Partners LP
     Class A Common Units
     500,000
     6/12/07
     
     
     10,000,000
     
     18.10
     
     7.4LONESTAR Midstream Partners, LP
     Class A Common Units
     1,184,532
     7/27/07, 9/17/07
     
     
     23,418,198
     
     19.77
     
     19.1LSMP GP, LP
     GP LP Units
     180
     7/27/07, 9/17/07
     
     
     679,482
     
     3,806.22
     
     .6Millennium Midstream Partners, LP
     Class A Common Units
     875,000
     12/28/06
     
     
     17,481,430
     
     17.66
     
     12.7Millennium Midstream Partners, LP
     Incentive Distribution Rights
     78
     12/28/06
     
     
     18,570
     
     3,611.47
     
     .2Mowood, LLC
     Equity Interest
     100%
     6/5/06, 5/4/07
     
     
     1,500,000
     
     N/A
     
     2.3Mowood, LLC
     Subordinated Debt
     $7,050,000
     6/5/06, 5/4/07, 6/29/07
     
     
     7,050,000
     
     N/A
     
     5.8Quest Midstream Partners, L.P.
     Common Units
     1,180,946
     12/22/06
     
     
     22,200,001
     
     18.50
     
     18.0VantaCore Partners LP
     Common Units
     425,000
     5/21/07
     
     
     8,500,000
     
     22.25
     
     7.8VantaCore Partners LP
     Incentive Distribution Rights
     789
     5/21/07
     
     
     
     
     276.81
     
     .2VantaCore Partners LP
     Subordinated Debt
     $3,750,000
     5/21/07
     
     
     3,750,000
     
     N/A
     
     3.1$
     136,432,013
     
     
     
     113.9
     %
  November 30, 2006Investment Security
     EquityInterest,Units orPrincipalAmount
     AcquisitionDates
     
     AcquistionCost
     
     Value PerUnit
     Value asPercentof NetAssetsEagle Rock Energy Partners, L.P.
     Common Units
     474,071
     3/27/06
     
     $
     12,058,401
     
     $18.00
     
     20.1
     %High Sierra Energy, LP
     Common Units
     633,179
     11/2/06
     
     
     14,828,825
     
     23.42
     
     35.0High Sierra Energy GP, LLC
     Option to Purchase Equity Interest
     3%
     11/2/06
     
     
     171,186
     
     N/A
     
     0.4Legacy Reserves LP
     Limited Partner Units
     264,705
     3/14/06
     
     
     4,499,985
     
     17.25
     
     10.8Mowood, LLC
     Equity Interest
     100%
     6/5/06
     
     
     1,000,000
     
     N/A
     
     2.4Mowood, LLC
     Subordinated Debt
     $4,550,000
     6/5/06
     
     
     4,550,000
     
     N/A
     
     10.8$
     37,108,397
     
     
     
     79.5
     %
  
 7. Investments in Affiliates and Control Entities
  November 30, 2007Units/Equity
     Interest/Principal
     Balance
     11/30/06
     Gross
     Additons
     Gross
     Reductions
     
     Gross
     Distribtions
     Received
     Units/Equity
     Interest/Principal
     Balance
     ValueHigh Sierra Energy, LP
     
     633,179
     
     $
     10,000,011
     
     $  
     
     
     $
     1,642,056
     
     999,614
     
     $
     27,279,466International Resource Partners LP
     
     
     
     
     10,000,000
     
     
     
     
     
     266,667
     
     500,000
     
     
     9,048,521LONESTAR Midstream Partners, LP
     
     
     
     
     23,395,520
     
     
     
     
     
     
     
     1,184,532
     
     
     23,418,198LSMP GP, LP
     
     
     
     
     549,142
     
     
     
     
     
     
     
     180
     
     
     679,482Millennium Midstream Partners, LPClass A Common Units
     
     
     
     
     17,481,430
     
     
     
     
     
     1,131,375
     
     875,000
     
     
     15,452,412Millennium Midstream Partners, LPIncentive Distribution Rights
     
     
     
     
     18,570
     
     
     
     
     
     
     
     78
     
     
     281,695Mowood, LLCSubordinated Debt
     
     $4,550,000
     
     
     2,500,000
     
     
     
     
     
     
     
     $7,050,000
     
     
     7,050,000Mowood, LLCEquity Interest
     
     100%
     
     
     500,000
     
     
     
     
     
     96,895
     
     100%
     
     
     2,816,148Quest Midstream Partners, L.P.
     
     
     
     
     22,200,001
     
     
     
     
     
     1,205,384
     
     1,180,946
     
     
     21,847,501VantaCore Partners LPSubordinated Debt
     
     
     
     
     3,750,000
     
     
     
     
     
     
     
     $3,750,000
     
     
     3,750,000VantaCore Partners LPCommon Units
     
     
     
     
     8,500,000
     
     
     
     
     
     292,825
     
     425,000
     
     
     9,458,350VantaCore Partners LPIncentive Distribution Rights
     
     
     
     
     
     
     
     
     
     
     
     
     789
     
     
     218,406$
     98,894,674
     
     $  
     
     
     $
     4,635,202
     
     
     
     $
     121,300,179
 8. Investment Transactions
  9. Credit Facilities
    
  10. Preferred Stock
  11. Common Stock
  Shares at December 8, 2005 (Commencement of Operations)
     3,088,596Shares at November 30, 2006
     3,088,596Shares sold through initial public offering
     5,740,000Shares issued through reinvestment of dividends
     18,222Shares issued upon exercise of warrants
     11,350Shares at November 30, 2007
     8,858,168
 12. Warrants
  Warrants at December 8, 2005 (Commencement of Operations)
     772,124Warrants at November 30, 2006
     772,124Warrants issued in December 2006
     185,000Warrants exercised
     (11,350
     )Warrants at November 30, 2007
     945,774
 13. Earnings Per Share
  For the year endedNovember 30, 2007
     Period fromDecember 8, 2005(Commencement of
     Operations) throughNovember 30, 2006Net increase in net assets applicable to common stockholders resulting from operations
     $
     5,143,976
     
     $
     936,039Basic weighted average shares
     
     7,751,591
     
     
     3,088,596Average warrants outstanding(1)
     
     
     
     
     Diluted weighted average shares
     
     7,751,591
     
     
     3,088,596Basic and diluted net increase (decrease) in net assets
applicable tocommon stockholders resulting from operations per common share
     $
     0.66
     
     $
     0.30
 (1)    Warrants to purchase shares of common stock
at $15.00 per share were outstanding during the periods reflected in the table above, but were not included in the computation of diluted
earnings per share because the warrants exercise price was greater than the average market value (or net asset value prior to our
initial public offering) of the common shares, and therefore, the effect would be anti-dilutive.
  
 14. Quarterly Financial Data (Unaudited)
  February 28,
     2006(1)
     
     May 31,
     2006
     
     August 31,
     2006
     
     November 30,
     2006
     
     February 28,
     2007
     
     May 31,
     2007
     
     August 31,
     2007
     
     November 30,
      2007Investment income
     $
     403,505
     
     $
     347,496
     
     $
     448,124
     
     
     $
     920,718
     
     
     $
     391,635
     
     $
     545,856
     
     $
     802,674
     
     
     $
     1,294,779Base management fees
     
     136,796
     
     
     169,367
     
     
     163,364
     
     
     
     165,462
     
     
     
     380,067
     
     
     468,012
     
     
     512,894
     
     
     
     565,086Capital gain incentive fees(2)
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     487,627
     
     
     1,008,867
     
     
     (170,648
     )
     
     
     (1,018,235)All other expenses(3)
     
     97,926
     
     
     81,929
     
     
     87,010
     
     
     
     93,291
     
     
     
     1,233,225
     
     
     207,967
     
     
     523,335
     
     
     
     938,034Expense reimbursement by Adviser
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     (94,181
     )Net expenses
     $
     234,722
     
     $
     251,296
     
     $
     250,374
     
     
     $
     258,753
     
     
     $
     2,100,919
     
     $
     1,684,846
     
     $
     865,581
     
     
     $
     390,704Current and deferred taxbenefit (expense), net
     
     (61,100
     )
     
     (34,855
     )
     
     (163,679
     )
     
     
     (256,421
     )
     
     
     (795,916
     )
     
     (2,128,190
     )
     
     469,929
     
     
     
     (1,216,919
     )Net realized gain (loss) oninvestments beforecurrent tax benefit
     
     
     
     
     
     
     
     
     
     
     
     (1,462
     )
     
     
     
     
     
     13,712
     
     
     
     
     
     
     246,578Unrealized gain (loss) on investmentsbefore deferred tax expense
     
     
     
     
     
     
     
     297,054
     
     
     
     31,804
     
     
     
     2,921,990
     
     
     6,725,778
     
     
     (1,137,647
     )
     
     
     2,051,767Increase (decrease) in net assetsresulting from operations
     $
     107,683
     
     $
     61,345
     
     $
     331,125
     
     
     $
     435,886
     
     
     $
     416,790
     
     $
     3,472,310
     
     $
     (730,625
     )
     
     $
     1,985,501Basic per share increase (decrease)in net assets resultingfrom operations
     $
     0.03
     
     $
     0.02
     
     $
     0.11
     
     
     $
     0.14
     
     
     $
     0.09
     
     $
     0.39
     
     $
     (0.08
     )
     
     $
     0.26
 (1)    We did not commence operations until
December 8, 2005. As a result, the fiscal quarter ended February 28, 2006 was not a full fiscal quarter.
 (2)    Includes amounts accrued as a provision for capital gains
incentive fees payable to the Adviser, net of amounts waived under the Expense Reimbursement and Partial Fee Waiver Agreement. The provision
for capital gains incentive fees resulted from the increase in fair value and unrealized appreciation on investments. Pursuant to the
Investment Advisory Agreement, the capital gains incentive fee is paid annually only if there are realization events and only if the
calculation defined in the agreement results in an amount due.
 (3)    The fiscal quarter ended February 28, 2007 includes $765,059
of non-recurring expenses related to the loss on redemption of the previously outstanding Series A Redeemable Preferred Stock. The Series A
Redeemable Preferred Stock issuance was utilized as bridge financing to fund portfolio investments and was fully redeemed upon completion of
the initial public offering.
 15. Subsequent Events
    
  COMPANY OFFICERS AND DIRECTORS (Unaudited)
  Name and Year of Birth*
     Position(s) HeldWith Company andLength of Time Served
     Principal Occupation During Past Five Years
     Number ofPortfolios inFund ComplexOverseen byDirector1
     Other PublicCompanyDirectorshipsHeld byDirectorIndependent DirectorsConrad S. Ciccotello,(Born 1960)
     Director since 2005
     Tenured Associate Professor of Risk Management and Insurance,
Robinson College of Business, Georgia State University (faculty member since
1999); Director of Graduate Personal Financial Planning (PFP) Programs,
formerly Editor, Financial Services Review,(2001-2007) (an academic journal
dedicated to the study of individual financial management); formerly, faculty
member, Pennsylvania State University (1997-1999).
     6
     NoneJohn R. Graham,(Born 1945)
     Director since 2005
     Executive-in-Residence and Professor of Finance (part- time),
College of Business Administration, Kansas State University (has served as a
professor or adjunct professor since 1970); Chairman of the Board, President
and CEO, Graham Capital Management, Inc., primarily a real estate
development, investment and venture capital company; and Owner of Graham
Ventures, a business services and venture capital firm; Part-time Vice
President Investments, FB Capital Management, Inc. (a registered investment
adviser), since 2007. Formerly, CEO, Kansas Farm Bureau Financial Services,
including seven affiliated insurance or financial service companies
(1979-2000).
     6
     Kansas StateBankCharles E. Heath,(Born 1942)
     Director since 2005
     Retired in 1999. Formerly, Chief Investment Officer, GE
Capitals Employers Reinsurance Corporation (1989-1999). Chartered Financial
Analyst (CFA) since 1974.
     6
     None
 (1)    This number includes Tortoise North American
Energy Corporation (TYN), Tortoise Energy Infrastructure Corporation (TYG), Tortoise Energy Capital Corporation
(TYY), two private companies and the Company. The Adviser also serves as investment adviser to TYN, TYG, TYY, and two private companies.
 *      The address of each director and
officer is 10801 Mastin Boulevard, Suite 222, Overland Park, Kansas 66210.
  
 COMPANY OFFICERS AND DIRECTORS (Unaudited)
 (Continued)
 Name and Year of Birth*
     Position(s) HeldWith Company andLength of Time Served
     Principal Occupation During Past Five Years
     Number ofPortfolios inFund ComplexOverseen byDirector1
     Other PublicCompanyDirectorshipsHeld byDirectorInterested Directors and Officers(2)H. Kevin Birzer,(Born 1959)
     Director and Chairman of the Board since 2005
     Managing Director of the Adviser since 2002; Partner, Fountain
Capital Management (1990-present); formerly, Vice President, Corporate
Finance Department, Drexel Burnham Lambert (1986-1989); Vice President, F.
Martin Koenig & Co., an investment management firm (1983-1986).
     6
     NoneTerry C. Matlack,(Born 1956)
     Director, Chief Financial Officer and Assistant Treasurer since
2005
     Managing Director of the Adviser since 2002; Full-time Managing
Director, KCEP (2001-2002); formerly, President, GreenStreet Capital, a
private investment firm (1998-2001).
     6
     NoneDavid J. Schulte,(Born 1961)
     Chief Executive Officer since 2005, President 2005-2007
     Managing Director of the Adviser since 2002; Full-time Managing
Director, KCEP (1993-2002); CFA since 1992.
     N/A
     NoneZachary A. Hamel,(Born 1965)
     Senior Vice President and Secretary since 2005
     Managing Director of the Adviser since 2002; Partner with
Fountain Capital Management (1997-present).
     N/A
     NoneKenneth P. Malvey,(Born 1965)
     Senior Vice President and Treasurer since 2005
     Managing Director of the Adviser since 2002; Partner, Fountain
Capital Management (2002-present); formerly, Investment Risk Manager and
member of the Global Office of Investments, GE Capitals Employers
Reinsurance Corporation (1996-2002).
     N/A
     NoneEdward Russell,(Born 1964)
     President since 2007
     Senior Investment Professional of the Adviser since 2006; formerly Managing Director in investment banking department of Stifel,
Nicolaus & Company, Incorporated responsible for all of the energy and
power transactions, including all of the debt and equity transactions for the
three closed-end publicly traded funds managed by the Adviser starting with
the first public equity offering in February of 2004 (1999-2006)
     N/A
     None
 (1)    This number includes the Company, TYN, TYG,
TYY, two private companies and the Company. The Adviser also serves as investment adviser to TYN, TYG, TYY, and two private companies.
 (2)    As a result of their respective positions held with the
Adviser or its affiliates, these individuals are considered our interested persons within the meaning of the 1940 Act.
 *      The address of each director and officer is 10801
Mastin Boulevard, Suite 222, Overland Park, Kansas 66210.
  
  ADDITIONAL INFORMATION (Unaudited)
 Director and Officer Compensation
  Forward-Looking Statements
  Certifications
   Proxy Voting Policies
  Privacy Principles
    Automatic Dividend Reinvestment Plan
     
   Board Approval of the Investment Advisory Agreement
   Factors Considered
  Nature, Extent and Quality of Services Provided.
 Investment Performance of the Company and the Adviser, Costs of the Services To Be Provided and Profits
To Be Realized by the Adviser and its Affiliates from the Relationship, and Fee Comparisons.
    
 Economies of Scale.
 Collateral Benefits Derived by the Adviser.
  Conclusions of the Independent Directors
  Board Approval of the Sub-Advisory Agreement
   Services.
 Experience of Management Team and Personnel.
 Provisions of Sub-Advisory Agreement.
 Conclusions of the Independent Directors
   
  
 SIGNATURES
  TORTOISE CAPITAL RESOURCES CORPORATION(Registrant)By: /s/
David J. SchulteDavid J. SchulteChief Executive Officer
  POWER OF ATTORNEY
   Signature
     
     Capacity/s/ Terry C. Matlack
     
     Chief Financial Officer and Director(Principal Financial and Accounting Officer)/s/ David J. Schulte
     
     Chief Executive Officer(Principal Executive Officer)/s/ Conrad S. Ciccotello
     
     Director/s/ John R. Graham
     
     Director/s/ Charles E. Heath
     
     Director/s/ H. Kevin Birzer
     
     Director