| | Tortoise Capital Resources
      Corporation
| | --------------------------------------------

Exhibit 14.1

CODE OF ETHICS FOR PRINCIPAL
EXECUTIVE OFFICER ANDPRINCIPAL FINANCIAL OFFICER (OFFICER
CODE)

INTRODUCTION

Tortoise Capital Resources Corporation
(the Company) requires the Principal Executive Officer, Principal Financial
Officer or other Company Officer performing similar functions as set forth in
Exhibit A (Covered Officers) to maintain the highest ethical and legal
standards while performing their duties and responsibilities to the Company,
with particular emphasis on those duties that relate to the preparation and
reporting of financial information of the Company. The following overriding
principles govern the conduct of Covered Officers:

- Covered Officers shall act with honesty and
  integrity, avoiding actual or apparent conflicts of interest between personal
  andprofessional relationships and shall
  promptly report any potential conflicts.
- Covered Officers shall not use their personal
  influence or personal relationships improperly to influence investmentdecisions or financial reporting by the Company
  whereby the Covered Officer would benefit personally to the detriment of the
  Company or take action, or fail to take action, for the individual personal
  benefit of the Covered Officer rather than the benefit of the
  Company.
- Covered Officers shall promote full, fair,
  accurate, timely and understandable disclosure in reports and documents that
  theCompany files with, or submits to, the
  Securities and Exchange Commission (SEC) and in other public communications
  made by the Company and that are within the Covered Officers
  responsibility.
- Covered Officers shall promote compliance with
  applicable laws and governmental rules and regulations.
- Covered Officers shall promptly report violations
  of this Code.

Covered Officers are reminded of their
obligations under the code of ethics of the Company and the Code of Ethics of
Tortoise Capital Advisors, L.L.C. adopted under Rule 17j-1 of the Investment
Company Act of 1940, as amended (the 1940 Act). The obligations under those
codes apply independently of this Officer Code and are not a part of this
Officer Code.

CONFLICTS OF
INTEREST

Overview.Each Covered Officer should adhere to a high standard of business ethics
and should be sensitive to and seek to avoid situations that may give rise to
actual as well as apparent conflicts of interest. A conflict of interest
occurs when a Covered Officers other interests interfere with the interests of,
or his or her service to, the Company. For example, a conflict of interest would
arise if a Covered Officer, or a member of his or her family, receives improper
personal benefits as a result of his or her position with the
Company.

Certain conflicts of interest arise out
of the relationships between Covered Officers and the Company and already are
subject to conflict of interest provisions in the 1940 Act and the Investment
Advisers Act of 1940, as amended (the Advisers Act). For example, Covered
Officers may not individually engage in certain transactions (such as the
purchase or sale of securities or other property) with the Company because of
their status as affiliated persons of the Company. The Company and its
investment adviser have adopted compliance programs and procedures designed to
prevent, or identify and correct, violations of these provisions. This Officer
Code does not, and is not intended to, duplicate or replace these programs and
procedures, and such conflicts fall outside of the parameters of this Officer
Code.

Although typically not presenting an
opportunity for improper personal benefit, conflicts arise from, or as a result
of, the contractual relationships between the Company and the investment adviser
of which the Covered Officers are also officers or employees. As a result, this
Officer Code recognizes that Covered Officers will, in the normal course of
their duties (whether formally for the Company or for the investment adviser, or
for both), be involved in establishing policies and implementing decisions that
will have different effects on the adviser and the Company. The participation of
the Covered Officers in such activities is inherent in the contractual
relationship between the Company and the investment adviser and is consistent
with the performance by the Covered Officers of their duties as officers of the
Company. Thus, if performed in conformity with the provisions of the 1940 Act
and the Advisers Act, such activities will be deemed to have been performed
ethically.

Other conflicts of interest are covered
by this Officer Code, even if such conflicts of interest are not subject to
provisions in the 1940 Act and the Advisers Act. The following list provides
examples of conflicts of interest under this Officer Code, but Covered Officers
should keep in mind that these examples are not exhaustive.

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Disclosure of Potential
Conflicts.Each Covered Officer shall provide
prompt and full disclosure to the Code Compliance Officer (as defined below), in
writing, prior to entering into any material transaction or relationship which
may reasonably be expected to give rise to a conflict (other than conflicts
arising from the advisory relationship). This includes, but is not limited to,
the following:

- service as a director, officer, partner,
  consultant or in any other key role with any company with which the Company
  hascurrent or prospective business
  dealings;
- thereceipt by a
  Covered Officer and his or her family members of any gifts from any company
  with which the Company hascurrent or
  prospective business dealings if it influences or gives the appearance of
  influencing the recipient;
- the receipt of customary business amenities from any
  company with which the Company has current or prospective businessdealings unless such amenity is
  business-related, reasonable in cost, appropriate as to time and place, and
  neither so frequent nor so costly as to raise any question of
  impropriety;
- any ownership by a Covered Officer and his or her
  family members of significant financial interest in any company withwhich the Company has current or prospective
  business dealings, other than its investment adviser, principal, underwriter,
  transfer agent or any affiliated person thereof; and
- a direct or indirect financial interest in
  commissions, transaction charges or spreads paid by the Company for effectingportfolio transactions or for selling or
  redeeming shares other than an interest arising from the Covered Officers
  employment, such as compensation or equity ownership.

DISCLOSURE AND
COMPLIANCE

- Each Covered Officer should familiarize himself or
  herself with the disclosure requirements generally applicable to theCompany.
- Each Covered Officer should, to the extent
  appropriate within his or her area of responsibility, consult with other
  officersand employees of the Company and the
  adviser or its affiliates with the goal of promoting full, fair, accurate,
  timely and understandable disclosure in such reports and documents the Company
  files with, or submits to, the SEC.
- Each Covered Officer should not knowingly
  misrepresent, or cause others to misrepresent, facts about the Company toothers, whether within or outside the Company,
  including to the trustees and auditors of the Company, and to governmental
  regulators and self-regulatory organizations.
- It is the responsibility of each Covered Officer to
  promote compliance with the standards and restrictions imposed by laws,rules and regulations applicable to the
  Company.

REPORTING AND
ACCOUNTABILITY

- Upon adoption of the Officer Code (or thereafter
  as applicable, upon becoming a Covered Officer), each Covered Officershall affirm in writing to the Code Compliance
  Officer that he or she has received, read and understands the Officer Code.Annually thereafter each Covered Officer shall
  affirm that he or she has complied with the requirements of the Officer
  Code.
- Each Covered Officer shall notify the Code
  Compliance Officer promptly if he or she knows of any violation of this
  OfficerCode. Failure to do so is itself a
  violation of this Officer Code.
- A Covered Officer must not retaliate against any
  officer or employee of the Company or its affiliated persons for reports ofpotential violations that are made in good
  faith.
- The provisions of this Officer Code, other than
  amendments to Exhibit A, and any waivers, including implicit waivers, shallbe disclosed in accordance with SEC rules and
  regulations.

CODE
ADMINISTRATION

Except as described below, the Code
Compliance Officer is responsible for applying this Officer Code to specific
situations in which questions may arise and has the authority to interpret this
Officer Code in any particular situation. The Directors of the Company hereby
designate Kenneth Malvey as the Code Compliance Officer. The Code Compliance
Officer (or his designee) shall take all action he considers appropriate to
investigate any actual or potential conflicts or violations reported to
him.

Any matters that the Code Compliance
Officer believes are a conflict or violation will be reported to the Audit
Committee, which shall determine sanctions or other appropriate action. No
Covered Officer who is a member of such committee may participate in any
determination under this Officer Code. The Audit Committee shall be responsible
for reviewing any requests for waivers from the provisions of this Officer Code.
Any violations of this Officer Code, any waivers granted from the Officer Code
and any potential conflicts and their resolution shall be reported to the
Directors of the Company at the next regular meeting.

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Any amendments to this Officer Code,
other than amendments to Exhibit A and clerical or administrative corrections,
must be approved or ratified by a majority vote of the Directors, including a
majority of independent Directors.

CONFIDENTIALITY

All reports and records prepared or
maintained pursuant to this Officer Code will be considered confidential and
shall be maintained and protected accordingly. Except as otherwise required by
law or this Officer Code, such matters shall not be disclosed to anyone other
than the Directors, counsel to the Company and the investment adviser of the
Company.

INTERNAL USE

The Officer Code is intended solely for
the internal use by the Company and does not constitute an admission, by or on
behalf of the Company, as to any fact, circumstance or legal
conclusion.

Adopted: September 12, 2005

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EXHIBIT A

Persons Covered by this Code of
Ethics

Name
    TitleDavid J. Schulte
    Principal Executive
      OfficerTerry C. Matlack
    Principal Financial
  Officer


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