TORTOISE CAPITAL RESOURCES
CORPORATION

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
  and professional relationships and shall promptly report any potential
  conflicts.
- Covered Officers shall not use their personal
  influence or personal relationships improperly to influence investment
  decisions 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
  the Company 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.

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|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 has current
  or prospective business dealings;
- the receipt by a Covered Officer and his or
  her family members of any gifts from any company with which the Company has
  current 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 business
  dealings 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 with which
  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 effecting
  portfolio 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
  the Company.
- Each Covered Officer should, to the extent
  appropriate within his or her area of responsibility, consult with other
  officers and 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 to
  others, 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.

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|REPORTING AND
      ACCOUNTABILITY
|----------------------------------



- Upon adoption of the Officer Code (or
  thereafter as applicable, upon becoming a Covered Officer), each Covered
  Officer shall 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
  Officer Code. 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
  of potential 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,
  shall be 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.

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.

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|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                   |  | Title                            
|---------------------- |  | ---------------------------------
|David J. Schulte       |  | Principal Executive Officer      
|Terry C.
      Matlack |  | Principal
      Financial Officer

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