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

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

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

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

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

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

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