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.




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.

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 the
Company’s Chief Compliance Officer 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.




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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.




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 Amended: May 22, 2009




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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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