UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549_____________________

FORM 10-K/A(Amendment No. 2 )

|þ                                                        |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934    
|-------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------
|For the fiscal year ended November 30,
      2011       
|OR                                                      
|o                                                        |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
|For the transition period from __________to
  __________

COMMISSION FILE NUMBER:
001-33292

TORTOISE CAPITAL RESOURCES
CORPORATION(Exact Name of
Registrant as Specified in its Charter)

|Maryland                                                             | 20-3431375                           
|-------------------------------------------------------------------- | -------------------------------------
|(State or Other Jurisdiction of
      Incorporation or Organization) | (IRS Employer Identification
    No.)
|                                                                    
|11550 Ash Street, Suite 300                                          |                                      
|Leawood, Kansas                                                      | 66211                                
|(Address of Principal Executive
      Offices)                       | (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
      Class
    
    Name Of Each Exchange On Which
      RegisteredCommon Stock, par
      value
    
    New York Stock
      Exchange$0.001 per
    share


Securities registered
pursuant to Section 12(g) of the Act: None

Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act. Yes oNoþ

Indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or Section
15(d) of the Act. Yes oNoþ

Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. YesþNo o

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes oNo o

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. o

Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated filer, and smaller reporting company
in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o
    
    Accelerated filerþ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting
      company)


Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the Act)
Yes oNoþ

The aggregate market value
of common stock held by non-affiliates of the registrant on May 31, 2011 based
on the closing price on that date of $8.55 on the New York Stock Exchange was
$77,562,171. Common shares held by each executive officer and director and by
each person who owns 10% or more of the outstanding common shares (as determined
by information provided to the registrant) have been excluded in that such
persons may be deemed to be affiliates. This determination of affiliate status
is not necessarily a conclusive determination for other purposes.

As of December 31, 2011,
the registrant had 9,176,889 common shares outstanding.

DOCUMENTS INCORPORATED BY
REFERENCE

Portions of the
registrants Proxy Statement for its 2012 Annual Meeting of Stockholders to be
filed not later than 120 days after the end of the fiscal year covered by this
Annual Report on Form 10-K are incorporated by reference into Part III of this
Form 10-K.

1

---



TORTOISE CAPITAL RESOURCES
CORPORATIONFORM 10-K/A

FOR THE FISCAL YEAR ENDED NOVEMBER
30, 2011

Explanatory
Note

This Amendment No. 2
to the Annual Report on Form 10-K (the Amendment No. 2) of Tortoise Capital
Resources Corporation (the Company, we or us) amends the Companys Annual
Report on Form 10-K for the fiscal year ended November 30, 2011 that was
originally filed with the Securities and Exchange Commission (the Commission)
on February 13, 2012 (the Original 10-K) and amended on May 1, 2012 (the
Amended 10-K).  This Amendment No. 2 is being filed solely to include in
Note 15 to the Companys consolidated financial statements certain financial statements of a portfolio company and to update information in Note 16
regarding the expected merger involving that portfolio company.

In addition, as
required by Rule 12b-15 of the Securities Exchange Act of 1934, new
certifications by our principal executive officer and principal financial
officer are included herein as exhibits to the Amendment No. 2.

Except as described in
this explanatory note, no other information in the Original 10-K or the Amended
10-K has been modified, updated or amended by the Amendment No. 2. 
Accordingly, the Amendment No. 2 should be read in conjunction with the Original
10-K, the Amended 10-K and the Companys other filings with the
Commission.  The Amendment No. 2 consists solely of the preceding cover
page, this explanatory note, Part II Item 8 and Item 9A, the signature page and the exhibits
identified in Part IV.

|TABLE
    OF CONTENTS
|---------------------
|PART II              
|Item 8.              
|Item 9A.             
|                     
|PART IV              
|Item 15.             
|Signatures           

2

---



ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAOur financial statements and financial statement
schedules are set forth beginning on page F-1 in this Annual Report and are
incorporated herein by reference.

3

---



ITEM 9A. CONTROLS
AND PROCEDURES

Disclosure Controls and
Procedures

The Company maintains
disclosure controls and procedures that are designed to provide reasonable
assurance that information required to be disclosed in the Companys reports
under the Securities Exchange Act of 1934, as amended (the Exchange Act), is
recorded, processed, summarized and reported within the time periods specified
in the SECs rules and forms, and that such information is accumulated and
communicated to management, including the Companys Chief Executive Officer
(CEO) and Chief Financial Officer (CFO), as appropriate, to allow timely
decisions regarding required disclosure. In designing and evaluating the
disclosure controls and procedures, management recognizes that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives and management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

In connection
with the preparation of the Annual Report on Form 10-K, an evaluation is
performed under the supervision and with the participation of the Company's
management, including the CEO and CFO, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures (as defined in
Rule 13a-15(e) under the Exchange Act). Based on that evaluation, the Company's
CEO and CFO conclude whether the Company's disclosure controls and procedures
are effective as of the reporting date at the reasonable assurance
level.

In connection
with this Annual Report on Form 10-K for the year ended November 30, 2011, an
evaluation was performed of the effectiveness of the design and operation of the
Companys disclosure controls and procedures as of November 30, 2011. Based on
that evaluation, the Companys CEO and CFO concluded that the disclosure
controls and procedures were effective as of November 30, 2011 at the reasonable
assurance level.

Managements Report on Internal Control Over Financial
Reporting

Management of
the Company is responsible for establishing and maintaining adequate internal
control over financial reporting, as defined in Rule 13a-15(f) under the
Exchange Act. The Companys internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. Because of
its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

Management
conducts an evaluation and assesses the effectiveness of the Companys internal
control over financial reporting as of the reporting date. In making its
assessment of internal control over financial reporting, management uses the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control-Integrated Framework.

A material
weakness is a control deficiency, or combination of control deficiencies, that
result in more than a remote likelihood that a material misstatement of the
annual or interim financial statements will not be prevented or detected. As of
November 30, 2011, management conducted an evaluation and assessed the
effectiveness of the Companys internal control over financial reporting. Based
on its evaluation, management concluded that the Companys internal control over
financial reporting was effective as of November 30,
2011.  Ernst & Young LLP, the Companys independent
registered public accounting firm, has audited the consolidated financial
statements of the Company for the year ended November 30, 2011, and has also
issued an audit report dated February 13, 2012, on the effectiveness of the
Companys internal control over financial reporting as of November 30, 2011,
which is included in this Annual Report on Form 10-K.

Changes in
Internal Control Over Financial Reporting

There have
been no changes in the Companys internal control over financial reporting
during the most recently completed fiscal quarter that have materially affected,
or are reasonably likely to materially affect, the Companys internal control
over financial reporting.

4

---



REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

The Board of Directors and
ShareholdersTortoise Capital Resources Corporation

We have audited Tortoise
Capital Resources Corporation internal control over financial reporting as of
November 30, 2011, based on criteria established in Internal ControlIntegrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (the COSO criteria). Tortoise Capital Resources Corporations
management is responsible for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of internal
control over financial reporting included in the accompanying Managements
Annual Report on Internal Control over Financial Reporting. Our responsibility
is to express an opinion on the companys internal control over financial
reporting based on our audit.

We conducted our audit in
accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over
financial reporting was maintained in all material respects. Our audit included
obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, testing and evaluating the
design and operating effectiveness of internal control based on the assessed
risk, and performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our
opinion.

A companys internal
control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles. A companys internal control over financial
reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the companys
assets that could have a material effect on the financial statements.

Because of its inherent
limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

In our opinion, Tortoise
Capital Resources Corporation maintained, in all material respects, effective
internal control over financial reporting as of November 30, 2011, based on the
COSO criteria.

We also have audited, in
accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated balance sheets of Tortoise Capital Resources
Corporation (the Company) as of November 30, 2011 and 2010, and the related
consolidated statements of income, equity, and cash flows for each of the three
years in the period ended November 30, 2011 and our report dated February 13,
2012, except for Note 15 and Note 16, as to which the date is June 1, 2012,
expressed an unqualified opinion thereon.

/s/Ernst & Young LLP


Kansas City,
MissouriFebruary 13, 2012

5

---



Oversight and
Monitoring

As part of our internal
control processes; we monitor, on an ongoing basis, compliance by tenants with
their lease obligations and other factors that could affect the financial
performance of any of our properties. Monitoring involves receiving assurances
that each tenant has paid real estate taxes, assessments and other expenses
relating to the properties it occupies and confirming that appropriate insurance
coverage is being maintained by the tenant. We review financial statements of
tenants and undertake regular physical inspections of the condition and
maintenance of properties. Additionally, we periodically analyze each tenants
financial condition, the industry in which each tenant operates and each
tenants relative strength in its industry. In addition, monitoring may be
accomplished by attendance at Board of Directors meetings, the review of
periodic operating and financial reports, an analysis of capital expenditure
plans as they relate to the owned assets, and periodic consultations with
engineers, geologists and other experts. The performance of each asset will be
periodically compared to performance of similarly sized companies with
comparable assets and businesses to assess performance relative to peers. Other
monitoring activities are expected to provide the necessary access to monitor
compliance with existing covenants, enhance ability to make qualified valuation
decisions, and assist in the evaluation of the nature of the risks involved in
the various components of the portfolio.

6

---



PART IV

ITEM 15. EXHIBITS
AND FINANCIAL STATEMENT SCHEDULESThe following documents are filed as part of this Annual Report on Form
10-K:

| | 1. |  | The Financial
      Statements listed in the Index to Financial Statements on Page
    F-1.
| | -- |  | -------------------------------------------------------------------------------------------
| |    |  |                                                                                            
| | 2. |  | The Exhibits listed
      in the Exhibit Index below.                                      

|ExhibitNo. |  | Description of
    Document                                                                                                                                                             
|---------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*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.

7

---



|INDEX TO FINANCIAL
      STATEMENTS
|-----------------------------------

|                                                                                                     |  | Page
|---------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                     |  |     
|Report of Independent Registered Public Accounting
      Firm                                        |  | F-2 
|Consolidated Balance Sheets for the years ended November 30,
      2011, November 30, 2010           |  |     
|and November 30,
      2009                                                                          |  | F-3 
|Consolidated Statements of Income as of November
      30, 2011 and November 30, 2010                |  | F-4 
|Consolidated Statements of Equity for the years ended
      November 30, 2011, November 30, 2010     |  |     
|and November 30,
      2009                                                                          |  | F-5 
|Consolidated Statements of Cash Flows for the years
      ended November 30, 2011, November 30, 2010 |  |     
|and November 30,
      2009                                                                          |  | F-6 
|Notes to Consolidated Financial Statements                                                           |  | F-7 
|Additional Information (Unaudited)                                                                   |  | F-24
|EXHIBIT 31.1                                                                                         |  |     
|EXHIBIT 31.2                                                                                         |  |     

F-1

---



REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and
ShareholdersTortoise Capital Resources Corporation

We have audited the
accompanying consolidated balance sheets of Tortoise Capital Resources
Corporation (the Company) as of November 30, 2011 and 2010, and the related
consolidated statements of income, equity, and cash flows for each of the three
years in the period ended November 30, 2011. These financial statements are the
responsibility of the Companys management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in
accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the
financial statements referred to above present fairly, in all material respects,
the consolidated financial position of Tortoise Capital Resources Corporation at
November 30, 2011 and 2010, and the consolidated results of its operations and
its cash flows for each of the three years in the period ended November 30,
2011, in conformity with U.S. generally accepted accounting
principles.

We also have audited, in
accordance with the standards of the Public Company Accounting Oversight Board
(United States), Tortoise Capital Resources Corporations internal control over
financial reporting as of November 30, 2011, based on criteria established in
Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission and our report dated February 13, 2012,
expressed an unqualified opinion thereon.

/s/Ernst & Young LLP


Kansas City,
MissouriFebruary 13, 2012 except for Note 15 and Note 16, as to which
the date isJune 1, 2012

F-2

---



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

CONSOLIDATED
BALANCE SHEETS

|                                                                                                                |  | **November 30, 2011** |            | **November 30, 2010**
|--------------------------------------------------------------------------------------------------------------- |  | --------------------- | ---------- | ---------------------
|Assets                                                                                                          |  |                       |            |                      
|Trading securities, at fair
      value                                                                         |  | $                     | 27,037,642 |                      
|Other equity securities, at fair
      value                                                                    |  |                       | 41,856,730 |                      
|Leased property, net of accumulated
      depreciation of $294,309                                              |  |                       | 13,832,540 |                      
|Cash and cash equivalents                                                                                       |  |                       | 2,793,326  |                      
|Property and equipment, net of
      accumulated depreciation of $1,483,616                                     |  |                       | 3,842,675  |                      
|Escrow receivable                                                                                               |  |                       | 1,677,052  |                      
|Accounts receivable                                                                                             |  |                       | 1,402,955  |                      
|Intangible lease asset, net of
      accumulated amortization of $121,641                                       |  |                       | 973,130    |                      
|Lease receivable                                                                                                |  |                       | 474,152    |                      
|Prepaid expenses                                                                                                |  |                       | 140,017    |                      
|Receivable for Adviser expense
      reimbursement                                                              |  |                       | 121,962    |                      
|Interest receivable                                                                                             |  |                       |           |                      
|Deferred tax asset                                                                                              |  |                       | 27,536     |                      
|Other assets                                                                                                    |  |                       | 107,679    |                      
|**Total
    Assets**                                                                                            |  |                       | 94,287,396 |                      
|                                                                                                               
|Liabilities and Stockholders Equity                                                                            |  |                       |            |                      
|Liabilities                                                                                                     |  |                       |            |                      
|Management fees payable to
      Adviser                                                                        |  |                       | 365,885    |                      
|Accounts payable                                                                                                |  |                       | 597,157    |                      
|Long-term debt                                                                                                  |  |                       | 2,279,883  |                      
|Lease obligation                                                                                                |  |                       | 107,550    |                      
|Accrued expenses and other
      liabilities                                                                    |  |                       | 510,608    |                      
|Total Liabilities                                                                                               |  |                       | 3,861,083  |                      
|                                                                                                               
|Stockholders Equity                                                                                            |  |                       |            |                      
|Warrants, no par value; 945,594
      issued and outstanding                                                    |  |                       |            |                      
|at
      November 30, 2011 and November 30, 2010                                                                |  |                       |            |                      
|(5,000,000
      authorized)                                                                                    |  | $                     | 1,370,700  |                      
|Capital stock, non-convertible,
      $0.001 par value; 9,176,889 shares issued                                 |  |                       |            |                      
|and
      outstanding at November 30, 2011 and 9,146,506 shares issued                                          |  |                       |            |                      
|and
      outstanding at November 30, 2010 (100,000,000 shares authorized)                                      |  |                       | 9,177      |                      
|Additional paid-in capital                                                                                      |  |                       | 95,682,738 |                      
|Accumulated deficit                                                                                             |  |                       | (6,636,302 | )                    
|**Total Stockholders
      Equity**                                                                            |  | $                     | 90,426,313 |                      
|**Total Liabilities and
      Stockholders Equity**                                                            |  | $                     | 94,287,396 |                      
|                                                                                                               
|**Book value per share (total
      stockholders equity divided by
                shares
      outstanding)** |  | $                     | 9.85       |                      

See accompanying Notes to
Consolidated Financial Statements.

F-3

---



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

CONSOLIDATED
STATEMENTS OF INCOME

|                                                                    | **Year
      EndedNovember 30, 2011** |            | **Year
      EndedNovember 30, 2010** |  | **Year
      EndedNovember 30, 2009**
|------------------------------------------------------------------- | ------------------------------------- | ---------- | ------------------------------------- |  | -------------------------------------
|Revenue                                                             |                                       |            |                                       |  |                                      
|Sales Revenue                                                       | $                                     | 2,161,723  |                                       |  | $                                    
|Lease income                                                        |                                       | 1,063,740  |                                       |  |                                      
|**Total
      Revenue**                                             |                                       | 3,225,463  |                                       |  |                                      
|                                                                   
|Expenses                                                            |                                       |            |                                       |  |                                      
|Cost of sales                                                       |                                       | 1,689,374  |                                       |  |                                      
|Management fees, net of expense
      reimbursements                |                                       | 968,163    |                                       |  |                                      
|Asset acquisition expense                                           |                                       | 638,185    |                                       |  |                                      
|Professional fees                                                   |                                       | 548,759    |                                       |  |                                      
|Depreciation expense                                                |                                       | 364,254    |                                       |  |                                      
|Operating expenses                                                  |                                       | 196,775    |                                       |  |                                      
|Directors fees                                                     |                                       | 70,192     |                                       |  |                                      
|Interest expense                                                    |                                       | 36,508     |                                       |  |                                      
|Other expenses                                                      |                                       | 183,674    |                                       |  |                                      
|**Total
      Expenses**                                            |                                       | 4,695,884  |                                       |  |                                      
|                                                                   
|Loss from Operations                                                |                                       | (1,470,421 | )                                     |  |                                      
|                                                                   
|Other Income                                                        |                                       |            |                                       |  |                                      
|Net realized and unrealized gain
      (loss) on trading securities |                                       | 2,299,975  |                                       |  |                                      
|Net realized and unrealized gain on
      other equity securities   |                                       | 2,283,773  |                                       |  |                                      
|Distributions and dividend income,
      net                        |                                       | 651,673    |                                       |  |                                      
|Other income                                                        |                                       | 40,000     |                                       |  |                                      
|Total Other
      Income                                            |                                       | 5,275,421  |                                       |  |                                      
|Income before Income Taxes                                          |                                       | 3,805,000  |                                       |  |                                      
|Current tax expense                                                 |                                       | (253,650   | )                                     |  |                                      
|Deferred tax expense                                                |                                       | (629,207   | )                                     |  |                                      
|Income
      tax expense, net                                       |                                       | (882,857   | )                                     |  |                                      
|                                                                   
|Net Income                                                          | $                                     | 2,922,143  |                                       |  | $                                    
|                                                                   
|Earnings Per Common Share:                                          |                                       |            |                                       |  |                                      
|Basic and Diluted                                                   | $                                     | 0.32       |                                       |  | $                                    
|                                                                   
|Weighted Average Shares of Common Stock Outstanding:                |                                       |            |                                       |  |                                      
|Basic and Diluted                                                   |                                       | 9,159,809  |                                       |  |                                      

See accompanying Notes to
Consolidated Financial Statements.

F-4

---



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

CONSOLIDATED
STATEMENTS OF EQUITY

|                                      |  | ****                    |  |            |       | **Additional** |   | **Retained Earnings** |  |             
|------------------------------------- |  | ----------------------- |  | ---------- | ----- | -------------- | - | --------------------- |  | ------------
|                                      |  | **Capital
      Stock** |  |            |       | **Paid-in**    |   | **(Accumulated**      |  |             
|                                      |  | **Shares**              |  | **Amount** |       | **Warrants**   |   | **Capital**           |  | **Deficit)**
|Balance at December 1, 2008           |  | 8,962,147               |  | $          | 8,962 |                | $ | 1,370,700             |  | $           
|Net
    Income                        |  |                         |  |            |       |                |   |                       |  |             
|Distributions to stockholders sourced |  |                         |  |            |       |                |   |                       |  |             
|as return of capital                  |  |                         |  |            |       |                |   |                       |  |             
|Reinvestment of
      distributions   |  |                         |  |            |       |                |   |                       |  |             
|to stockholders                       |  | 115,943                 |  |            | 116   |                |   |                       |  |             
|Balance at November 30, 2009          |  | 9,078,090               |  |            | 9,078 |                |   | 1,370,700             |  |             
|Net
    Income                        |  |                         |  |            |       |                |   |                       |  |             
|Distributions to stockholders sourced |  |                         |  |            |       |                |   |                       |  |             
|as return of capital                  |  |                         |  |            |       |                |   |                       |  |             
|Reinvestment of
      distributions   |  |                         |  |            |       |                |   |                       |  |             
|to stockholders                       |  | 68,416                  |  |            | 69    |                |   |                       |  |             
|Balance at November 30, 2010          |  | 9,146,506               |  |            | 9,147 |                |   | 1,370,700             |  |             
|Net
    Income                        |  |                         |  |            |       |                |   |                       |  |             
|Distributions to stockholders sourced |  |                         |  |            |       |                |   |                       |  |             
|as return of capital                  |  |                         |  |            |       |                |   |                       |  |             
|Reinvestment of
      distributions   |  |                         |  |            |       |                |   |                       |  |             
|to stockholders                       |  | 30,383                  |  |            | 30    |                |   |                       |  |             
|Consolidation of wholly-owned         |  |                         |  |            |       |                |   |                       |  |             
|subsidiary                            |  |                         |  |            |       |                |   |                       |  |             
|Balance at
      November 30, 2011    |  | 9,176,889               |  | $          | 9,177 |                | $ | 1,370,700             |  | $           

See accompanying Notes to
Consolidated Financial Statements.

F-5

---



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

CONSOLIDATED
STATEMENTS OF CASH FLOWS

|                                                                                                                 |  | **Year
      EndedNovember 30, 2011** |             | **Year
      EndedNovember 30, 2010** |  | **Year
      EndedNovember 30, 2009**
|---------------------------------------------------------------------------------------------------------------- |  | ------------------------------------- | ----------- | ------------------------------------- |  | -------------------------------------
|Operating Activities                                                                                             |  |                                       |             |                                       |  |                                      
|Net Income                                                                                                       |  | $                                     | 2,922,143   |                                       |  | $                                    
|Adjustments:                                                                                                     |  |                                       |             |                                       |  |                                      
|Distributions
      received from investment securities                                                          |  |                                       | 2,845,434   |                                       |  |                                      
|Deferred
      income tax expense, net                                                                           |  |                                       | 629,207     |                                       |  |                                      
|Depreciation
      expense                                                                                       |  |                                       | 364,254     |                                       |  |                                      
|Amortization
      of intangible lease asset                                                                     |  |                                       | 121,641     |                                       |  |                                      
|Amortization
      of assumed debt premium                                                                       |  |                                       | (94,611     | )                                     |  |                                      
|Realized
      and unrealized (gain) loss on trading securities                                                  |  |                                       | (2,299,975  | )                                     |  |                                      
|Realized
      and unrealized (gain) loss on other
                          equity
      securities             |  |                                       | (2,283,773  | )                                     |  |                                      
|Changes
      in assets and liabilities:                                                                         |  |                                       |             |                                       |  |                                      
|(Increase)
      decrease in interest, dividend and
                               distribution
      receivable |  |                                       | 42,778      |                                       |  |                                      
|Decrease
      in lease receivable                                                                               |  |                                       | 237,077     |                                       |  |                                      
|Increase
      in accounts receivable                                                                            |  |                                       | (92,473     | )                                     |  |                                      
|Decrease
      in income tax receivable                                                                          |  |                                       |            |                                       |  |                                      
|Decrease
      (increase) in prepaid expenses
                               and
      other assets              |  |                                       | 70,109      |                                       |  |                                      
|Increase
      (decrease) in management fees
                               payable
      to Adviser, net of     |  |                                       |             |                                       |  |                                      
|expense
      reimbursement                                                                                      |  |                                       | 25,632      |                                       |  |                                      
|Increase
      in accounts payable                                                                               |  |                                       | 236,579     |                                       |  |                                      
|Increase
      (decrease) in accrued expenses
                               and
      other liabilities         |  |                                       | 38,424      |                                       |  |                                      
|Net cash provided by operating
      activities                                                                  |  | $                                     | 2,762,446   |                                       |  | $                                    
|                                                                                                                
|Investing Activities                                                                                             |  |                                       |             |                                       |  |                                      
|Purchases
      of long-term investments                                                                         |  |                                       | (38,060,281 | )                                     |  |                                      
|Proceeds
      from sales of long-term investments                                                               |  |                                       | 53,950,583  |                                       |  |                                      
|Cash
      paid in business combination                                                                          |  |                                       | (12,250,000 | )                                     |  |                                      
|Purchases
      of property and equipment                                                                        |  |                                       | (1,045      | )                                     |  |                                      
|Net cash provided by investing
      activities                                                                  |  | $                                     | 3,639,257   |                                       |  | $                                    
|                                                                                                                
|Financing Activities                                                                                             |  |                                       |             |                                       |  |                                      
|Payments
      on long-term debt                                                                                 |  |                                       | (1,221,000  | )                                     |  |                                      
|Payments
      on lease obligation                                                                               |  |                                       | (44,816     | )                                     |  |                                      
|Advances
      from revolving line of credit                                                                     |  |                                       |            |                                       |  |                                      
|Repayments
      on revolving line of credit                                                                     |  |                                       | (400,000    | )                                     |  |                                      
|Distributions
      paid to common stockholders                                                                  |  |                                       | (3,503,365  | )                                     |  |                                      
|Net cash used in financing
      activities                                                                      |  | $                                     | (5,169,181  | )                                     |  | $                                    
|                                                                                                                
|Net Change in Cash and Cash Equivalents                                                                          |  | $                                     | 1,232,522   |                                       |  | $                                    
|Consolidation of wholly-owned subsidiary                                                                         |  |                                       | 94,611      |                                       |  |                                      
|Cash and Cash Equivalents at beginning of year                                                                   |  |                                       | 1,466,193   |                                       |  |                                      
|Cash and Cash Equivalents at end of year                                                                         |  | $                                     | 2,793,326   |                                       |  | $                                    
|                                                                                                                
|Supplemental Disclosure of Cash Flow Information                                                                 |  |                                       |             |                                       |  |                                      
|Interest paid                                                                                                    |  | $                                     | 176,595     |                                       |  | $                                    
|Income taxes paid                                                                                                |  | $                                     | 253,650     |                                       |  | $                                    
|Non-Cash Financing Activities                                                                                    |  |                                       |             |                                       |  |                                      
|Reinvestment of distributions by
      common stockholders                                                       |  |                                       |             |                                       |  |                                      
|in
      additional common shares                                                                                |  | $                                     | 252,242     |                                       |  | $                                    

See accompanying Notes to
Consolidated Financial Statements.

F-6

---



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

NOTES TO
CONSOLIDATED FINANCIAL STATEMENTSNovember
30, 2011

1. Organization

Tortoise Capital Resources
Corporation (the Company) was organized as a Maryland corporation on September
8, 2005. The Company completed its initial public offering in February 2007 as a
non-diversified closed-end management investment company regulated as a business
development company (BDC) under the Investment Company Act of 1940, as amended
(the 1940 Act). The Company withdrew its election to be treated as a BDC on
September 21, 2011 in order to pursue qualification as a real estate investment
trust (REIT). Historically as a BDC, the Company invested primarily in
privately held companies operating in the U.S. energy infrastructure sector. The
Companys shares are listed on the New York Stock Exchange under the symbol
TTO.

2. Significant Accounting
Policies

A. Use of Estimates  The preparation of the consolidated financial
statements in conformity with U.S. generally accepted accounting principles
(GAAP) requires management to make estimates and assumptions that affect the
reported amount of assets and liabilities, recognition of distribution income
and disclosure of contingent assets and liabilities at the date of the
consolidated financial statements. Actual results could differ from those
estimates.

B. Basis of Presentation  The Companys consolidated financial statements
include the accounts of the Company and its wholly-owned subsidiary, Mowood, LLC
(Mowood). Mowood is the holding company for Omega Pipeline Company (Omega).
Omega is a natural gas local distribution company that owns and operates a
natural gas distribution system in Fort Leonard Wood, Missouri. Omega is
responsible for purchasing and coordinating delivery of natural gas to Fort
Leonard Wood as well as performing maintenance and expansion of the pipeline. In
addition, Omega provides gas marketing services to local commercial end users.
All significant inter-company balances and transactions have been eliminated in
consolidation.

Consolidation of Mowood was
triggered at the time the Company withdrew its election to be treated as a BDC
(September 21, 2011) and began reporting its financial results in accordance
with general corporate reporting guidelines instead of under the AICPA
Investment Company Audit Guide (the Guide). The accompanying consolidated
financial statements reflect the results of the Companys operations for the
years ended November 30, 2009 and 2010 and the period from December 1, 2010 to
September 21, 2011, during which time the Company reported under the Guide, and
therefore reported and accounted for Mowood as an investment carried at fair
value. Subsequent to September 21, 2011, the Company ceased reporting under the
Guide. The results of operations for Mowood for the period from September 21,
2011 to November 30, 2011 and related balances at November 30, 2011 are included
in the Companys consolidated financial statements as of and for the year ended
November 30, 2011. Certain prior year balances have been reclassified to conform
to the presentation required for general corporate entities and to provide
comparability of financial results across reporting periods. The
reclassification of account balances for prior years, which are summarized
below, did not impact the Companys financial position or reported net results
of operations:

- Investments at fair value, including securities of
  control, affiliated and non-affiliated companies, at November 30, 2010 have
  been reclassified as either trading or other equity
  securities.
- Components of Stockholders Equity on the
  Consolidated Balance Sheets as of November 30, 2010 have been combined.
  Accumulated net investment loss, net of income taxes of $(3,308,522),
  accumulated realized loss, net of income taxes of $(18,532,648), and net
  unrealized appreciation of investments, net of income taxes of $17,495,544
  have been combined into Accumulated Deficit.
- Items on the Consolidated Statements of Income for
  the years ended November 30, 2010 and 2009 have been reclassified and
  aggregated to conform to the presentation of the results of operations for the
  year ended November 30, 2011. However, there was no impact to net income or
  earnings per share. Income from investment securities are no longer considered
  to be part of the Companys operations and therefore have been classified as
  Other Income.
- Components of cash flows for the years ended
  November 30, 2010 and 2009 have been reclassified and aggregated to conform to
  the presentation of cash flows for the year ended November 30, 2011.

C.Investment Securities The Companys investments in securities are
classified as either trading or other equity securities:

- Trading securities  the Companys publicly traded equity securities are
  classified as trading securities and are reported at fair value because the Company intends to sell
  these securities in order to acquire real asset investments.
- Other equity securities  the Companys other equity securities
  represent interests in private companies for which theCompany has elected to report these at fair
  value under the fair value option.

D.Security Transactions and Fair
Value Security transactions are
accounted for on the date the securities are purchased or sold (trade date).
Realized gains and losses are reported on an identified cost basis.

F-7

---



For equity securities that
are freely tradable and listed on a securities exchange or over-the-counter
market, the Company fair values those securities at their last sale price on
that exchange or over-the-counter market on the valuation date. If the security
is listed on more than one exchange, the Company will use the price from the
exchange that it considers to be the principal exchange on which the security is
traded. Securities listed on the NASDAQ will be valued at the NASDAQ Official
Closing Price, which may not necessarily represent the last sale price. If there
has been no sale on such exchange or over-the-counter market on such day, the
security will be valued at the mean between the last bid price and last ask
price on such day.

An equity security of a
publicly traded company acquired in a private placement transaction without
registration is subject to restrictions on resale that can affect the securitys
liquidity and fair value. Such securities that are convertible into or otherwise
will become freely tradable will be valued based on the market value of the
freely tradable security less an applicable discount. Generally, the discount
will initially be equal to the discount at which the Company purchased the
securities. To the extent that such securities are convertible or otherwise
become freely tradable within a time frame that may be reasonably determined, an
amortization schedule may be used to determine the discount.

The Company holds
investments in illiquid securities including debt and equity securities of
privately-held companies. These investments generally are subject to
restrictions on resale, have no established trading market and are fair valued
on a quarterly basis. Because of the inherent uncertainty of valuation, the fair
values of such investments, which are determined in accordance with procedures
approved by the Companys Board of Directors, may differ materially from the
values that would have been used had a ready market existed for the investments.
The Companys Board of Directors may consider other methods of valuing
investments as appropriate and in conformity with GAAP.

The Company determines fair
value to be the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date. The Company has determined the principal market, or the
market in which the Company exits its private portfolio investments with the
greatest volume and level of activity, to be the private secondary market.
Typically, private companies are bought and sold based on multiples of EBITDA,
cash flows, net income, revenues, or in limited cases, book value.

For private company
investments, value is often realized through a liquidity event of the entire
company. Therefore, the value of the company as a whole (enterprise value) at
the reporting date often provides the best evidence of the value of the
investment and is the initial step for valuing the Companys privately issued
securities. For any one company, enterprise value may best be expressed as a
range of fair values, from which a single estimate of fair value will be
derived. In determining the enterprise value of a portfolio company, an analysis
is prepared consisting of traditional valuation methodologies including market
and income approaches. The Company considers some or all of the traditional
valuation methods based on the individual circumstances of the portfolio company
in order to derive its estimate of enterprise value.

The fair value of
investments in private portfolio companies is determined based on various
factors, including enterprise value, observable market transactions, such as
recent offers to purchase a company, recent transactions involving the purchase
or sale of the equity securities of the company, or other liquidation events.
The determined equity values may be discounted when the Company has a minority
position, is subject to restrictions on resale, has specific concerns about the
receptivity of the capital markets to a specific company at a certain time, or
other comparable factors exist.

The Board of Directors
undertakes a multi-step valuation process each quarter in connection with
determining the fair value of private investments. An independent valuation firm
has been engaged by the Board of Directors to provide independent, third-party
valuation consulting services based on procedures that the Board of Directors
has identified and may ask them to perform from time to time on all or a
selection of private investments as determined by the Board of Directors. The
multi-step valuation process is specific to the level of assurance that the
Board of Directors requests from the independent valuation firm. For positive
assurance, the process is as follows:

- The independent valuation firm prepares the preliminary valuations and the
  supporting analysis. At November 30, 2011, the independent valuation firm performed positive assurance valuation
  procedures on five portfolio companies comprising approximately 99.9 percent
  of the total fair value of other equity securities;
- The investment professionals of the
  Adviser review the preliminary valuations and supporting analyses, and
  consider andassess, as
  appropriate, any changes that may be required to the preliminary
  valuations;
- The Investment Committee of the
  Adviser reviews the preliminary valuations and supporting analyses, and
  considers and assesses, as appropriate, any changes that may be required to
  the preliminary valuations;
- The Board of Directors assesses the
  final valuations and ultimately determines the fair value of each investment
  in theCompanys portfolio in good
  faith.

The following section
describes the valuation methodologies used by the Company for estimating fair
value for financial instruments not recorded at fair value as required under
disclosure guidance

F-8

---



related to the fair value
of financial instruments.

Cash and Cash Equivalents The carrying value of cash, amounts due from
banks, federal funds sold and securities purchased under resale agreements
approximates fair value.

Escrow Receivable The fair value of the escrow receivable due the
Company, which relates to the sale of International Resource Partners, LP, will
be released upon satisfaction of certain post closing obligations and/or the
expiration of certain time periods (the shortest of which is 14 months from the
April 2011 closing date of the sale).

Long-term Debt The fair value of the Companys long-term debt
is calculated, for disclosure purposes, by discounting future cash flows by a
rate equal to the Companys current expected rate for an equivalent
transaction.

The estimated fair values
of the Companys financial instruments are shown in the table below:

|                          | **2011**                |           |                | **2010**
|------------------------- | ----------------------- | --------- | -------------- | --------
|                          | **Carrying
    Amount** |           | **Fair value** |         
|**Financial assets**      |                         |           |                |         
|Cash and cash equivalents | $                       | 2,793,326 |                | $       
|Escrow Receivable         |                         | 1,677,052 |                |         
|**Financial Liabilities** |                         |           |                |         
|Long-term debt            |                         | 2,279,883 |                |         

E.Cash and Cash Equivalents The Company maintains cash balances at
financial institutions in amounts that regularly exceed FDIC insured limits. The
Companys cash equivalents are comprised of short-term, liquid money market
instruments.

F.Accounts Receivable Accounts receivable are presented at face value
net of an allowance for doubtful accounts. Accounts are considered past due
based on the terms of sale with the customers. The Company reviews accounts for
collectability based on an analysis of specific outstanding receivables, current
economic conditions and past collection experience. Management determined that
an allowance for doubtful accounts was not necessary at November 30,
2011.

G.Revenue and Other Income
Recognition Specific policies
for the Companys revenue and other income items are as follows:

- *Sales Revenue* Omega, acting
  as a principal, provides for transportation services and natural gas supply
  for its customers on a firm basis. In addition, Omega is paid fees for the
  operation and maintenance of its pipeline, including expansion of the
  pipeline. Omega is responsible for the coordination, supervision and quality
  of the expansions while actual construction is generally performed by third
  party contractors. Revenues related to natural gas distribution are recognized
  upon delivery of natural gas and upon the substantial performance of
  management and supervision services related to the expansion of the natural
  gas distribution system.
- Dividends and distributions from
  investments Dividends and
  distributions from investments are recorded on their ex-dates and are
  reflected as other income within the accompanying Consolidated Statements of
  Income. Distributions received from the Companys investments generally are
  comprised of ordinary income, capital gains and return of capital. The Company
  records investment income, capital gains and return of capital based on
  estimates made at the time such distributions are received. Such estimates are
  based on information available from each company and/or other industry
  sources. These estimates may subsequently be revised based on information
  received from the entities after their tax reporting periods are concluded, as
  the actual character of these distributions is not known until after the
  fiscal year end of the Company. During the year ended November 30,
  2011, the Company reallocated the amount of 2010 income and return of capital
  it recognized for the period from December 1, 2009 through November 30, 2010
  based on the 2010 tax reporting information received from the individual
  portfolio companies. This reclassification amounted to a decrease in pre-tax
  net income of approximately $422,000 or $0.046 per share ($263,000 or $0.029
  per share, net of deferred tax benefit); an increase in net realized and
  unrealized gains on trading securities of approximately $47,000 or $0.005 per
  share ($29,000 or $0.003 per share, net of deferred tax expense) and an
  increase in net realized and unrealized gains on other equity securities of
  approximately $375,000 or $0.041 per share ($234,000 or $0.026 per share, net
  of deferred tax expense) for the year ended November 30,
  2011.
- Realized and unrealized gains
  (losses) on trading securities and other equity securities Changes in the fair values of the Companys
  securities during the period reported and the gains or losses realized upon
  sale of securities during the period are reflected as other income within the
  accompanying Consolidated Statements of Income.
- Lease Income Income related to the Companys leased
  property is recognized on a straight-line basis over the term of the lease
  when collectability is reasonably assumed. Rental payments on the leased
  property are typically received on a semi-annual basis and are included as
  lease income within the accompanying Consolidated Statements of
  Income.

F-9

---



H.Cost of Sales Included in the Companys cost of sales are the
amounts paid for gas and propane that are delivered to customers as well as the
cost of material and labor related to the expansion of the natural gas
distribution system.

I.Distributions to Stockholders The amount of any quarterly distributions to
stockholders will be determined by the Board of Directors. Distributions to
stockholders are recorded on the ex-dividend date. The character of
distributions made during the year may differ from their ultimate
characterization for federal income tax purposes. For the years ended November
30, 2011, November 30, 2010 and November 30, 2009, the source of the Companys
distributions for book purposes was 100 percent return of capital. For the year
ended November 30, 2011, the Companys distributions for tax purposes were
comprised of 100 percent qualified dividend income. For the years ended November
30, 2010 and November 30, 2009, the Companys distributions for tax purposes
were comprised of 100 percent return of capital.

J.Federal and State Income Taxation The Company, as a corporation, is obligated to
pay federal and state income tax on its taxable income. Currently, the highest
regular marginal federal income tax rate for a corporation is 35 percent. The
Company may be subject to a 20 percent federal alternative minimum tax on its
federal alternative minimum taxable income to the extent that its alternative
minimum tax exceeds its regular federal income tax.

The Companys trading
securities and other equity securities are limited partnerships or limited
liability companies which are treated as partnerships for federal and state
income tax purposes. As a limited partner, the Company reports its allocable
share of taxable income in computing its own taxable income. The Companys tax
expense or benefit is included in the Consolidated Statements of Income.
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. A valuation allowance is
recognized if, based on the weight of available evidence, it is more likely than
not that some portion or all of the deferred income tax asset will not be
realized.

K.Leases The Company includes assets subject to lease arrangements within
Leased property, net of accumulated depreciation in the Consolidated Balance
Sheet. Lease payments received are reflected in lease income on the Consolidated
Statements of Income, net of amortization of any off market
adjustments.

L.Long-Lived Assets and Intangibles Property and equipment are stated at cost less
accumulated depreciation. Depreciation is computed using the straight-line
method over the estimated useful lives of the assets ranging from five to twenty
years. Expenditures for repairs and maintenance are charged to operations as
incurred, and improvements, which extend the useful lives of assets, are
capitalized and depreciated over the remaining estimated useful life of the
asset.

The Company initially
records long-lived assets at their acquisition cost, unless the transaction is
accounted for as a business combination. If the transaction is accounted for as
a business combination, the Company allocates the purchase price to the acquired
tangible and intangible assets and liabilities based on their estimated fair
values. The Company determines the fair values of assets and liabilities based
on discounted cash flow models using current market assumptions, appraisals,
recent transactions involving similar assets or liabilities and/or other
objective evidence, and depreciates the asset values over the estimated
remaining useful lives.

In connection with these
transactions, the Company may acquire long-lived assets that are subject to an
existing lease contract with the seller or other lessee party and the Company
may assume outstanding debt of the seller as part of the consideration paid. If,
at the time of acquisition, the existing lease or debt contract is not at
current market terms, the Company will record an asset or liability at the time
of acquisition representing the amount by which the fair value of the lease or
debt contract differs from its contractual value. Such amount is then amortized
over the remaining contract term as an adjustment to the related lease revenue
or interest expense.

M.Offering Costs Offering costs related to the issuance of
common stock are charged to additional paid-in capital when the stock is
issued.

N.Recent Accounting Pronouncement In May 2011, the FASB issued ASU No. 2011-04
Amendments to Achieve Common Fair Value Measurement and Disclosure
Requirements in GAAP and the International Financial Reporting Standards
(IFRSs). ASU No. 2011-04 amends FASB ASC Topic 820, Fair Value Measurements
and Disclosures, to establish common requirements for measuring fair value and
for disclosing information about fair value measurements in accordance with GAAP
and IFRSs. ASU No. 2011-04 is effective for fiscal years beginning after
December 15, 2011 and for interim periods within those fiscal years. Management
is currently evaluating the impact of these amendments and does not believe they
will have a material impact on the Companys consolidated financial
statements.

3. Concentrations

The Company has
historically invested in securities of privately-held and publicly-traded
companies in the midstream and downstream segments of the U.S. energy
infrastructure sector. As of November 30, 2011, investments in securities of
energy infrastructure companies represented approximately 73 percent of the
Companys total assets. The Company is now focused on identifying and acquiring
real property assets in the U.S. energy infrastructure sector that are REIT
qualified.

F-10

---



The Companys leased
property at November 30, 2011 is leased to a single entity, Public Service
Company of New Mexico, as further described in Note 7 below. Public Service
Company of New Mexicos financial condition and ability and willingness to
satisfy its obligations under its leases with the Company have a considerable
impact on the Companys results of operations and ability to service its
indebtedness.

Mowood, the Companys
wholly owned subsidiary, has a ten-year contract expiring in 2015 to supply
natural gas to the Department of Defense (DOD). Revenue related to the DOD
contract accounted for 88 percent of sales revenues for the period from
September 21, 2011 through November 30, 2011. Mowood, through its wholly owned
subsidiary Omega, performs management and supervision services related to the
expansion of the natural gas distribution system used by the DOD. Revenues
related to these services accounted for 16 percent of sales revenues for the
period from September 21, 2011 through November 30, 2011. Amounts due from the
DOD account for 85 percent of the consolidated accounts receivable balance at
November 30, 2011.

Mowoods contracts for its supply of
natural gas are concentrated among select providers. Payments to the top
supplier of natural gas accounted for 60 percent of cost of sales for the period
from September 21, 2011 through November 30, 2011.

4. Agreements

The Company entered into a
new management agreement after its fiscal year end as more fully described in
Note 15. From the Companys inception through November 30, 2011, it had an
Investment Advisory Agreement with Tortoise Capital Advisors, L.L.C. Under the
terms of the Investment Advisory Agreement, the Adviser is paid a fee consisting
of a base management fee and an incentive fee. The base management fee is 0.375
percent (1.5 percent annualized) of the Companys average monthly Managed
Assets, calculated and paid quarterly in arrears within thirty days of the end
of each fiscal quarter. The term Managed Assets as used in the calculation of
the management fee means total assets (including any assets purchased with or
attributable to borrowed funds but excluding any net deferred tax asset) minus
accrued liabilities other than (1) net deferred tax liabilities, (2) debt
entered into for the purpose of leverage and (3) the aggregate liquidation
preference of any outstanding preferred shares. The base management fee for any
partial quarter is appropriately prorated.

The Adviser reimbursed the
Company for certain expenses in an amount equal to an annual rate of 0.25
percent of the Companys average monthly Managed Assets during the period from
December 1, 2008 through May 31, 2010 and in an amount equal to an annual rate
of 0.50 percent of the Companys average monthly Managed Assets from June 1,
2010 through November 30, 2011. During the years ended November 30, 2011,
November 30, 2010 and November 30, 2009, the Adviser reimbursed the Company
$484,082, $308,003 and $225,266, respectively, which are included in management
fees, net of expense reimbursement in the Consolidated Statements of Income. If
the Adviser had not reimbursed the Company for these fees, management fees would
have been higher.

The incentive fee consists
of two parts. The first part, the investment income fee, is equal to 15 percent
of the excess, if any, of the Companys Net Investment Income for the fiscal
quarter over a quarterly hurdle rate equal to 2 percent (8 percent annualized),
and multiplied, in either case, by the Companys average monthly Net Assets for
the quarter. Net Assets means the Managed Assets less deferred taxes, debt
entered into for the purposes of leverage and the aggregate liquidation
preference of any outstanding preferred shares. Net Investment Income means
interest income (including accrued interest that we have not yet received in
cash), dividend and distribution income from equity investments (but excluding
that portion of cash distributions that are treated as a return of capital), and
any other income (including any fees such as commitment, origination,
syndication, structuring, diligence, monitoring, and consulting fees or other
fees that the Company is entitled to receive from portfolio companies) accrued
during the fiscal quarter, minus the Companys operating expenses for such
quarter (including the base management fee, expense reimbursements payable
pursuant to the Investment Advisory Agreement, any interest expense, any accrued
income taxes related to net investment income, and distributions paid on issued
and outstanding preferred stock, if any, but excluding the incentive fee
payable). Net Investment Income also includes, in the case of investments with a
deferred interest or income feature (such as original issue discount, debt or
equity instruments with a payment-in-kind feature, and zero coupon securities),
accrued income that the Company has not yet received in cash. Net Investment
Income does not include any realized capital gains, realized capital losses, or
unrealized capital appreciation or depreciation. The investment income fee is
calculated and payable quarterly in arrears within thirty (30) days of the end
of each fiscal quarter. The investment income fee calculation is adjusted
appropriately on the basis of the number of calendar days in the first fiscal
quarter the fee accrues or the fiscal quarter during which the Agreement is in
effect in the event of termination of the Agreement during any fiscal quarter.
During the years ended November 30, 2011, November 30, 2010 and November 30,
2009, the Company accrued no investment income fees.

The second part of the
incentive fee payable to the Adviser, the capital gain incentive fee, is equal
to: (A) 15 percent of (i) the Companys net realized capital gains (realized
capital gains less realized capital losses) on a cumulative basis from inception
to the end of each fiscal year, less (ii) any unrealized capital depreciation at
the end of such fiscal year, less (B) the aggregate amount of all capital gain
fees paid to the Adviser in prior fiscal years. The capital gain incentive fee
is calculated and payable annually within thirty (30) days of the end of each
fiscal year. In the event the Investment Advisory Agreement is terminated, the
capital gain incentive fee calculation shall be undertaken as of, and any
resulting capital gain incentive fee shall be paid

F-11

---



within thirty (30) days of
the date of termination. The Adviser may, from time to time, waive or defer all
or any part of the compensation described in the Investment Advisory
Agreement.

The calculation of the
capital gain incentive fee does not include any capital gains that result from
that portion of any scheduled periodic distributions made possible by the
normally recurring cash flow from the operations of portfolio companies
(Expected Distributions) that are characterized by the Company as return of
capital for U.S. generally accepted accounting principles purposes. In that
regard, any such return of capital will not be treated as a decrease in the cost
basis of an investment for purposes of calculating the capital gain incentive
fee. This does not apply to any portion of any distribution from a portfolio
company that is not an Expected Distribution. Realized capital gains on a
security will be calculated as the excess of the net amount realized from the
sale or other disposition of such security over the adjusted cost basis for the
security. Realized capital losses on a security will be calculated as the amount
by which the net amount realized from the sale or other disposition of such
security is less than the adjusted cost basis of such security. Unrealized
capital depreciation on a security will be calculated as the amount by which the
Companys adjusted cost basis of such security exceeds the fair value of such
security at the end of a fiscal year.

The payable for capital
gain incentive fees is a result of the increase or decrease in the fair value of
investments and realized gains or losses from investments. For the years ended
November 30, 2011, November 30, 2010 and November 30, 2009, the Company accrued
no capital gain incentive fees. Pursuant to the Investment Advisory Agreement,
the capital gain 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. No capital gain incentive fees have been paid since the commencement of
operations.

U.S. Bancorp Fund Services,
LLC serves as the Companys fund accounting services provider. The Company pays
the provider a monthly fee computed at an annual rate of $24,000 on the first
$50,000,000 of the Companys Net Assets, 0.0125 percent on the next $200,000,000
of Net Assets, 0.0075 percent on the next $250,000,000 of Net Assets and 0.0025
percent on the balance of the Companys Net Assets.

The Adviser serves as the
Companys administrator. The Company paid the administrator a fee equal to an
annual rate of 0.07 percent of aggregate average daily Managed Assets up to and
including $150,000,000, 0.06 percent of aggregate average daily Managed Assets
on the next $100,000,000, 0.05 percent of aggregate average daily Managed Assets
on the next $250,000,000, and 0.02 percent on the balance thru November 30,
2010. On December 1, 2010, the Company entered into an Amended Administration
Agreement with the administrator that decreased the fee to an amount equal to an
annual rate of 0.04 percent of aggregate average daily Managed Assets, with a
minimum annual fee of $30,000. This fee is calculated and accrued daily and paid
quarterly in arrears.

5. Income Taxes

Deferred income taxes
reflect the net tax effect of temporary differences between the carrying amount
of assets and liabilities for financial reporting and tax purposes. Components
of the Companys deferred tax assets and liabilities as of November 30, 2011 and
November 30, 2010 are as follows:

|                                                    |  | November 30,
      2011 |            | November 30,
      2010
|--------------------------------------------------- |  | ----------------------- | ---------- | -----------------------
|Deferred tax assets:                                |  |                         |            |                        
|Organization costs                                  |  | $                       | (20,068    | )                      
|Capital loss carryforwards                          |  |                         |           |                        
|Net operating loss carryforwards                    |  |                         | (2,624,525 | )                      
|Cost recovery of leased assets                      |  |                         | (119,970   | )                      
|AMT and State of Kansas credit                      |  |                         | (205,039   | )                      
|Valuation allowance                                 |  |                         |           |                        
|                                                    |  |                         | (2,969,602 | )                      
|Deferred tax liabilities:                           |  |                         |            |                        
|Basis reduction of investment in
      partnerships |  |                         | 2,244,914  |                        
|Net unrealized gain on investment
      securities  |  |                         | 697,152    |                        
|                                                    |  |                         | 2,942,066  |                        
|Total net deferred tax asset                        |  | $                       | (27,536    | )                      
|                                                    |  |                         |            |                        

At November 30, 2011, a
valuation allowance on deferred tax assets was not deemed necessary because the
Company believes it is more likely than not that there is an ability to realize
its deferred tax assets through future taxable income. Any adjustments to the
Companys estimates of future taxable income will be made in the period such
determination is made. The Companys policy is to record interest and penalties
on uncertain tax positions as part of tax expense. As of November 30, 2011, the
Company had no uncertain tax positions and no penalties and interest were
accrued. The Company does not expect any change to its unrecognized tax
positions in the twelve months subsequent to November 30, 2011. Tax years
subsequent to the year ending November 30, 2006 remain open to examination by
federal and state tax authorities.

F-12

---



Total income tax expense
differs from the amount computed by applying the federal statutory income tax
rates of 35 percent for the year ended November 30, 2011 and 34 percent for the
years ended November 30, 2010 and 2009 to net investment loss and net realized
and unrealized gains (losses) on investments for the years presented, as
follows:

|                                                                         | For the year ended      |           | For the year ended      |  | For the year ended     
|------------------------------------------------------------------------ | ----------------------- | --------- | ----------------------- |  | -----------------------
|                                                                         | November 30,
      2011 |           | November 30,
      2010 |  | November 30,
      2009
|Application of statutory income tax rate                                 | $                       | 1,331,750 |                         |  | $                      
|State income
      taxes, net of federal tax benefit                     |                         | 133,158   |                         |  |                        
|Dividends received deduction                                             |                         | (86       | )                       |  |                        
|Change in
      deferred tax liability due to change in overall tax rate |                         | (23,432   | )                       |  |                        
|Change in deferred tax valuation allowance                               |                         | (558,533  | )                       |  |                        
|Total income tax
      expense                                           | $                       | 882,857   |                         |  | $                      
|                                                                         |                         |           |                         |  |                        

Total income taxes are
computed by applying the federal statutory rate plus a blended state income tax
rate. During the year, the Company re-evaluated its overall federal and state
income tax rate, increasing it from 35.82 percent to 37.62 percent, due to (1)
an anticipated 35 percent federal rate, and (2) anticipated state apportionment
of income and gains.

The components of income
tax expense include the following for the years presented:

|                                                                     |  | For the year ended      |         | For the year ended      |   | For the year ended     
|-------------------------------------------------------------------- |  | ----------------------- | ------- | ----------------------- | - | -----------------------
|                                                                     |  | November 30,
      2011 |         | November 30,
      2010 |   | November 30,
      2009
|Current tax expense                                                  |  |                         |         |                         |   |                        
|State (reflects a federal tax benefit in
      deferred tax expense) |  | $                       | 53,650  |                         | $ |                       
|AMT                                                                  |  |                         | 200,000 |                         |   |                       
|Total current
      tax expense                                      |  |                         | 253,650 |                         |   |                       
|Deferred tax expense                                                 |  |                         |         |                         |   |                        
|Federal                                                              |  |                         | 585,386 |                         |   | 4,530,152              
|State (net of federal tax
    benefit)                               |  |                         | 43,821  |                         |   | 242,496                
|Total deferred
      tax expense                                     |  |                         | 629,207 |                         |   | 4,772,648              
|Total income tax expense                                             |  | $                       | 882,857 |                         | $ | 4,772,648              
|                                                                     |  |                         |         |                         |   |                        

The deferred income tax
expense for the years ended November 30, 2011, 2010 and 2009 includes the impact
of the change in valuation allowance for such respective years.

As of November 30, 2011,
the Company had a net operating loss for federal income tax purposes of
approximately $7,236,000. The net operating loss may be carried forward for 20
years. If not utilized, this net operating loss will expire as follows:
$3,883,000 and $3,353,000 in the years ending November 30, 2029 and 2030,
respectively. As of November 30, 2011, the Company utilized its capital loss
carryforward of approximately $12,000,000. The capital gains for the year ended
November 30, 2011 have been estimated based on information currently available.
Such estimate is subject to revision upon receipt of the 2011 tax reporting
information from the individual partnerships. For corporations, capital losses
can only be used to offset capital gains and cannot be used to offset ordinary
income. As of November 30, 2011, an alternative minimum tax credit of $203,109
was available, which may be credited in the future against regular income tax.
This credit may be carried forward indefinitely.

The
aggregate cost of securities for federal income tax purposes and securities with
unrealized appreciation and depreciation, were as follows:

|                                               |  | November 30,
      2011 |            | November 30,
      2010
|---------------------------------------------- |  | ----------------------- | ---------- | -----------------------
|Aggregate cost for federal income tax purposes |  | $                       | 68,264,534 |                        
|Gross unrealized
      appreciation            |  |                         | 8,307,122  |                        
|Gross unrealized depreciation                  |  |                         | (4,883,958 | )                      
|Net unrealized
      appreciation              |  | $                       | 3,423,164  |                        
|                                               |  |                         |            |                        

6. Fair Value of Financial
Instruments

Various inputs are used in
determining the fair value of the Companys assets and liabilities. These inputs
are summarized in the three broad levels listed below:

- Level 1  quoted prices in active
  markets for identical investments
- Level 2  other significant
  observable inputs (including quoted prices for similar investments, market
  corroborated inputs,etc.)
- Level 3  significant unobservable
  inputs (including the Companys own assumptions in determining the fair value
  ofinvestments)

F-13

---



Valuation
TechniquesIn general, and
where applicable, the Company uses readily available market quotations based
upon the last updated sales price from the principal market to determine fair
value. This pricing methodology applies to the Companys Level 1 trading
securities.

The Companys other equity
securities are classified as Level 3. See discussion of the valuation technique
and assumptions in Note 2.

The inputs or methodology
used for valuing securities are not necessarily an indication of the risk
associated with investing in those securities. The following tables provide the
fair value measurements of applicable Company assets and liabilities by level
within the fair value hierarchy as of November 30, 2011 and November 30, 2010.
These assets and liabilities are measured on a recurring basis.

|November 30,
      2011 |  |                         |            |         |   |            |  |         |   |  |  
|----------------------- |  | ----------------------- | ---------- | ------- | - | ---------- |  | ------- | - |  | -
|                        |  |                         |            |         |   |            |  |         |   |  |  
|                        |  | Fair Value at           |            |         |   |            |  |         |   |  |  
|Description             |  | November 30,
      2011 |            | Level 1 |   | Level 2    |  | Level 3
|Assets:                 |  |                         |            |         |   |            |  |         |   |  |  
|Trading Securities      |  | $                       | 27,037,642 |         | $ | 27,037,642 |  | $       |  |  | $
|Other Equity Securities |  |                         | 41,856,730 |         |   |           |  |         |  |  |  
|Total
      Assets      |  | $                       | 68,894,372 |         | $ | 27,037,642 |  | $       |  |  | $
|                        |  |                         |            |         |   |            |  |         |   |  |  
|November 30,
      2010 |  |                         |            |         |   |            |  |         |   |  |  
|                        |  |                         |            |         |   |            |  |         |   |  |  
|                        |  | Fair Value at           |            |         |   |            |  |         |   |  |  
|Description             |  | November 30,
      2010 |            | Level 1 |   | Level 2    |  | Level 3
|Assets:                 |  |                         |            |         |   |            |  |         |   |  |  
|Trading Securities      |  | $                       | 20,806,821 |         | $ | 20,806,821 |  | $       |  |  | $
|Other Equity Securities |  |                         | 72,929,409 |         |   |           |  |         |  |  |  
|Total
      Assets      |  | $                       | 93,736,230 |         | $ | 20,806,821 |  | $       |  |  | $
|                        |  |                         |            |         |   |            |  |         |   |  |  

The changes for all Level 3
assets measured at fair value on a recurring basis using significant
unobservable inputs for the years ended November 30, 2011 and November 30, 2010,
are as follows:

|                                                                                 |  | Year ended              |             | Year ended             
|-------------------------------------------------------------------------------- |  | ----------------------- | ----------- | -----------------------
|                                                                                 |  | November 30,
      2011 |             | November 30,
      2010
|Fair value beginning balance                                                     |  | $                       | 72,929,409  |                        
|Total realized
      and unrealized gains included in net income                 |  |                         | 1,026,134   |                        
|Purchases                                                                        |  |                         | 20,987,605  |                        
|Sales                                                                            |  |                         | (42,275,886 | )                      
|Return of capital adjustments impacting cost basis of
      securities           |  |                         | (1,518,285  | )                      
|Transfers
      out                                                              |  |                         | (9,292,247  | )                      
|Fair value ending balance                                                        |  | $                       | 41,856,730  |                        
|                                                                                
|The amount of total gains (losses) for the period included in net
      income   |  |                         |             |                        
|attributable to the change in unrealized
      gains (losses) relating to assets |  |                         |             |                        
|still held at the reporting date                                                 |  | $                       | (3,287,478  | )                      

The Company utilizes the
beginning of reporting period method for determining transfers between levels.
For the year ended November 30, 2011, there were transfers out of Level 3 assets
in the amount of $9,292,247, which represents the values of the Companys equity
interest in Mowood and subordinated debt issued to Mowood at the beginning of
the year that were eliminated upon consolidation. There were no transfers
between Level 1 and Level 2 for the years ended November 30, 2011 and November
30, 2010, respectively.

Certain condensed financial
information of the unconsolidated affiliates follows. The information is the
most recently available financial information for these companies, which is the
last twelve months ended September 30, 2011 for High Sierra Energy, LP and
VantaCore Partners, LP, and the last twelve months ended October 31, 2011 for
Lightfoot Capital Partners LP.

|Revenues                 | $ | 2,867,168,000 |  | Current
      Assets         | $ | 440,956,000
|------------------------ | - | ------------- |  | ---------------------------- | - | -----------
|Operating
      Expenses | $ | 151,493,000   |  | Noncurrent
      Assets      | $ | 486,214,000
|Net Income               | $ | 15,308,334    |  | Current Liabilities          | $ | 338,406,000
|                         |   |               |  | Noncurrent
      Liabilities | $ | 189,768,000
|                         |   |               |  | Partners
      Equity       | $ | 398,996,000
|                         |   |               |  |                              |   |            

F-14

---



7. Acquisition of Eastern
Interconnect Project

On June 30, 2011, the
Company purchased 100 percent ownership of a 40 percent undivided interest in
the Eastern Interconnect Project (EIP) for approximately $15.6 million,
including the assumption of $3.4 million of debt. The acquisition of the EIP was
accounted for as a business combination, in accordance with ASC 805. The Company
incurred costs of approximately $0.6 million in connection with the acquisition
which were expensed during the year ended November 30, 2011. The transaction
resulted in the acquisition of assets and liabilities as follows:

Physical assets
    $
    14,126,849Lease
      receivable
    
    711,229Intangible lease asset
    
    1,094,771Debt
    
    (3,409,000
    )Fair value premium on debt
    
    (186,493
    )Interest
      payable
    
    (87,356
    )Net cash consideration paid
    $
    12,250,000


Physical Assets:The EIP transmission assets move electricity
across New Mexico between Albuquerque and Clovis. The physical assets include
216 miles of 345 kilovolts transmission lines, towers, easement rights,
converters and other grid support components. The assets are depreciated for
book purposes over an estimated useful life of 20 years. The amount of
depreciation of leased property reflected during the year ended November 30,
2011 was $294,309.

Lease:The project is leased on a triple net basis
through April 1, 2015 to Public Service Company of New Mexico, an independent
electric utility company serving approximately 500,000 customers in New Mexico.
Public Service Company of New Mexico is a subsidiary of PNM Resources (NYSE:
PNM). At the time of expiration of the lease, the Company may choose to renew
the lease with the lessee, the lessee may offer to repurchase the EIP, or the
lease can be allowed to expire and the Company will find another lessee. Under
the terms of the lease, the Company will receive semi-annual lease payments. At
the time of acquisition, the rate of the lease was determined to be above market
rates for similar leased assets and the Company recorded an intangible asset of
$1,094,771 for this premium which is being amortized as contra-lease income over
the remaining lease term.

DebtThe Company assumed a note with an outstanding
principal balance of $3.4 million. The debt is collateralized by the EIP
transmission assets. The note matures on October 1, 2012 and accrues interest at
an annual rate of 10.25 percent, with principal and interest payments due on a
semi-annual basis. At the time of acquisition, the interest rate on the assumed
debt was determined to be above market rates for similar debt and the Company
recorded an intangible of $186,493 for this premium which is being amortized as
a contra-interest expense over the remaining debt term.

8. Property and
Equipment

Property and equipment
consists of the following:

November 30,
      2011Natural gas pipeline
    
    $
    5,215,424Vehicles
    
    
    98,717Computers
    
    
    12,1505,326,291Less accumulated depreciation
    
    
    (1,483,616
    )$
    3,842,675


The amount of depreciation
of property and equipment recognized for the period from September 21, 2011
through November 30, 2011 was $69,945.

F-15

---



9. Leases

The Companys investment in
EIP is leased under net operating leases with various terms to Public Service
Company of New Mexico (PNM). PNM is referred to as the Major
Tenant.

The future contracted
minimum rental receipts for all net leases as of November 30, 2011 are as
follows:

Year Ending November
    30,
    Amount2012
    $
    2,844,9142013
    
    2,844,9142014
    
    2,844,9142015
    
    1,422,457Thereafter
    
    Total
    $
    9,957,199


In view of the fact that
the Major Tenant leases a substantial portion of the Companys net leased
property which is a significant source of revenues and operating income, its
financial condition and ability and willingness to satisfy its obligations under
its lease with the Company, have a considerable impact on the results of
operation and the Companys ability to service its indebtedness.

The Major Tenant is
currently subject to the reporting requirements of the Securities Exchange Act
of 1934, as amended, and is required to file with the SEC annual reports
containing audited financial statements and quarterly reports containing
unaudited financial statements. The audited financial statements and unaudited
financial statements of the Major Tenant can be found on the SECs website at
www.sec.gov. The Company makes no representation as to the accuracy or
completeness of the audited and unaudited financial statements of the Major
Tenant but has no reason not to believe the accuracy or completeness of such
information. In addition, the Major Tenant has no duty, contractual or
otherwise, to advise the Company of any events that might have occurred
subsequent to the date of such financial statements which could affect the
significance or accuracy of such information. None of the information in the
public reports of the Major Tenant that are filed with the SEC is incorporated
by reference into, or in any way form part of this filing.

On December 31, 2009,
Mowood sold one of its wholly owned subsidiaries to an unrelated third party. As
part of that agreement, Mowood assumed a lease obligation, including insurance
and other maintenance costs, for office space to be used by the sold subsidiary
through April 2013. The fair value of the future minimum lease payments and
estimated costs were recorded as a liability upon the sale of the
subsidiary.

|Years Ending November
    30, |  | Lease
    Obligation |         | Interest
    Portion |   | Estimated
      Expenses |   | Total
    Obligation
|----------------------------- |  | -------------------- | ------- | -------------------- | - | ------------------------ | - | --------------------
|2012                          |  | $                    | 80,453  |                      | $ | (2,948                   | ) |                     
|2013                          |  |                      | 27,079  |                      |   | (238                     | ) |                     
|                              |  | $                    | 107,532 |                      | $ | (3,186                   | ) |                     
|                              |  |                      |         |                      |   |                          |   |                     

10. Intangibles

The Company has recorded an
intangible lease asset for the fair value of the amount by which the remaining
contractual lease payments exceed market lease rates at the time of acquisition.
The intangible lease asset is being amortized on a straight-line basis over the
life of the lease term, which expires on April 1, 2015. Amortization of the
intangible lease asset is reflected in the accompanying Consolidated Statements
of Income as a reduction to lease income.

Intangible
      lease assetBalance at June 30, 2011
    $
    1,094,771Less accumulated
      depreciation
    
    (121,641
    )Balance at November 30, 2011
    $
    973,130


Estimated amortization
expense for the five years succeeding November 30, 2011 are as
follows:

Year Ending November
    30,
    Amount2012
    $
    291,9392013
    
    291,9392014
    
    291,9392015
    
    97,3132016
    
    Total
    $
    973,130


F-16

---



11. Credit Facilities

On November 30, 2011, the
Company entered into a 180-day rolling evergreen margin loan facility with Bank
of America, N.A. The terms of the agreement provide for a $10,000,000 facility
that is secured by certain of the Companys assets. Outstanding balances
generally will accrue interest at a variable rate equal to one-month LIBOR plus
0.75 percent and unused portions of the facility will accrue a fee equal to an
annual rate of 0.25 percent. The Company did not have any borrowings outstanding
as of November 30, 2011. As of November 30, 2011, the Company had segregated
trading securities with an aggregate value of $1,245,350 to serve as collateral
for potential borrowings under the loan facility.

On October 29, 2011, Mowood
entered into a revolving note payable with a financial institution with a
maximum borrowing base of $1,250,000. Borrowings on the note are secured by all
of Mowoods assets. Interest accrues at LIBOR, plus a 400 percent margin (4.25
percent at November 30, 2011), is payable monthly, with all outstanding
principal and accrued interest payable on October 29, 2012. There are no
outstanding borrowings under this agreement at November 30, 2011. The agreement
contains various restrictive covenants, with the most significant relating to
minimum consolidated fixed charge ratio, the incidence of additional
indebtedness, member distributions, extension of guaranties, future investments
in other subsidiaries and change in ownership.

12. Warrants

At November 30, 2011 and
November 30, 2010, the Company had 945,594 warrants issued and outstanding. The
warrants were issued to stockholders that invested in the Companys initial
private placements and became exercisable on February 7, 2007 (the closing date
of the Companys initial public offering of common shares), subject to a lock-up
period with respect to the underlying common shares. Each warrant entitled the
holder to purchase one common share at the exercise price of $15.00 per common
share. Warrants were issued as separate instruments from the common shares and
are permitted to be transferred independently from the common shares. The
warrants have no voting rights and the common shares underlying the unexercised
warrants have no voting rights until such common shares are received upon
exercise of the warrants.

On April 8, 2011, a
proposal was approved by the Companys stockholders which allowed the Company to
amend the exercise price of its outstanding warrants from $15.00 per common
share to an amount equal to the greater of the market price of the Companys
common shares on the New York Stock Exchange or NAV, each as determined at the
end of the fiscal quarter immediately following approval of the proposal, plus
7.0 percent, and to extend the expiration date of such warrants by one year.
Based on these guidelines, the exercise price of the warrants was changed to
$11.41 per common share as of May 31, 2011. All warrants expire on February 6,
2014. This modification was not material to the financial statements.

13. Earnings Per
Share

The following table sets
forth the computation of basic and diluted earnings per share:

|                                                   |  | For the year ended      |           | For the year ended      |   | For the year ended     
|-------------------------------------------------- |  | ----------------------- | --------- | ----------------------- | - | -----------------------
|                                                   |  | November 30,
      2011 |           | November 30,
      2010 |   | November 30,
      2009
|Net income                                         |  | $                       | 2,922,143 |                         | $ | 14,666,874             
|Basic and
      diluted weighted average shares(1) |  |                         | 9,159,809 |                         |   | 9,107,070              
|Basic and diluted earnings per share               |  | $                       | 0.32      |                         | $ | 1.61                   

|(1) | Warrants to purchase shares of
      common stock 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 of the common shares and, therefore, the effect would be
      anti-dilutive.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-17

---



14. Quarterly Financial Data
(Unaudited)

Summarized unaudited
quarterly financial data:

|                                                  |  |                         |           | **For the Fiscal Quarter Ended** |  |                      
|------------------------------------------------- |  | ----------------------- | --------- | -------------------------------- |  | ---------------------
|                                                  |  | February 28,
      2011 |           | May 31,
      2011               |  | August 31,
      2011
|Sales revenue                                     |  | $                       |          |                                  |  | $                    
|Lease
      income                                |  |                         |          |                                  |  |                      
|Total revenue                                     |  |                         |          |                                  |  |                      
|Cost of
      sales                               |  |                         |          |                                  |  |                      
|Management fees, net of expense reimbursements    |  |                         | 234,680   |                                  |  |                      
|All other
      expenses                          |  |                         | 153,843   |                                  |  |                      
|Total expenses                                    |  |                         | 388,523   |                                  |  |                      
|Income (loss)
      from operations               |  |                         | (388,523  | )                                |  |                      
|Realized and unrealized gain (loss) on securities |  |                         |           |                                  |  |                      
|transactions, before income
taxes                 |  |                         | 677,745   |                                  |  |                      
|Distributions
      and dividend income, net      |  |                         | 561,786   |                                  |  |                      
|Other income                                      |  |                         |          |                                  |  |                      
|Total other income (loss)                         |  |                         | 1,239,531 |                                  |  |                      
|Income (loss) before income taxes                 |  |                         | 851,008   |                                  |  |                      
|Current and deferred tax benefit (expense), net   |  |                         | 262,262   |                                  |  |                      
|Net income (loss)                                 |  | $                       | 1,113,270 |                                  |  | $                    
|Basic and diluted earnings per share              |  | $                       | 0.12      |                                  |  | $                    
|                                                  |  |                         |           |                                  |  |                      

|(1) | Results of operations for the
      fiscal quarter ended November 30, 2011 reflect the consolidation of the
      Companys wholly owned subsidiary, Mowood, LLC, effective September 21,
      2011.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                        |  |                         |           |                    |  |                       | For the Fiscal Quarter Ended |                         |  |   |            |  
|------------------------------------------------------- |  | ----------------------- | --------- | ------------------ |  | --------------------- | ---------------------------- | ----------------------- |  | - | ---------- | -
|                                                        |  | February 28,
      2010 |           | May 31,
      2010 |  | August 31,
      2010 |                              | November 30,
      2010
|Total revenue                                           |  | $                       |          |                    |  | $                     |                             |                         |  | $ |           |  
|Management fees,
      net of expense reimbursements    |  |                         | 258,268   |                    |  |                       | 258,087                      |                         |  |   | 191,174    |  
|All other expenses                                      |  |                         | 220,187   |                    |  |                       | 255,058                      |                         |  |   | 370,734    |  
|Total expenses                                          |  |                         | 478,455   |                    |  |                       | 513,145                      |                         |  |   | 561,908    |  
|Income (loss) from operations                           |  |                         | (478,455  | )                  |  |                       | (513,145                     | )                       |  |   | (561,908   | )
|Realized and
      unrealized gain (loss) on securities |  |                         |           |                    |  |                       |                              |                         |  |   |            |  
|transactions, before income taxes                       |  |                         | 4,529,473 |                    |  |                       | (6,711,026                   | )                       |  |   | 11,649,852 |  
|Distributions and dividend income, net                  |  |                         | 681,764   |                    |  |                       | 380,495                      |                         |  |   | 14,865     |  
|Other
      income                                      |  |                         | 10,392    |                    |  |                       | 8,688                        |                         |  |   | 8,000      |  
|Total other income (loss)                               |  |                         | 5,221,629 |                    |  |                       | (6,321,843                   | )                       |  |   | 11,672,717 |  
|Income (loss)
      before income taxes                 |  |                         | 4,743,174 |                    |  |                       | (6,834,988                   | )                       |  |   | 11,110,809 |  
|Current and deferred tax benefit
      (expense), net   |  |                         | (725,651  | )                  |  |                       | (445,382                     | )                       |  |   | (567,618   | )
|Net income
      (loss)                                 |  | $                       | 4,017,523 |                    |  | $                     | (7,280,370                   | )                       |  | $ | 10,543,191 |  
|Basic and diluted earnings per share                    |  | $                       | 0.44      |                    |  | $                     | (0.80                        | )                       |  | $ | 1.16       |  
|                                                        |  |                         |           |                    |  |                       |                              |                         |  |   |            |  

F-18

---



15. High Sierra Energy, LP
Financial Information

The following tables present the
financial information for High Sierra Energy, LP, an investment in which the
Company owns a 7.1 percent equity interest which is reported at fair value as
further described in Note 2. This information has been included due to the fact that our investment in and the financial results of High Sierra Energy, LP are significant to us, we own less than 50 percent of High Sierra Energy, LP and in the absence of a fair value election, which we have made as described in Note 2, we would account for our investment under the equity method.

High Sierra
Energy, LP and Subsidiaries Consolidated
Balance Sheet

|                                                                   | As
    of December 31,                 
|------------------------------------------------------------------ | ---------------------------------------
|                                                                   | 2011                                   
|                                                                   | (in
    thousands, except unit amounts)
|Assets                                                             |                                        
|Current Assets                                                     |                                        
|Cash and cash equivalents                                          |                                        
|Trade accounts
    receivable, net                                 |                                        
|Inventory, net                                                     |                                        
|Fair value of
    derivative instruments                           |                                        
|Prepaids and other current assets                                  |                                        
|Assets of operations
    held of sale                              |                                        
|Total current assets                                               |                                        
|                                                                   |                                        
|Property, plant and equipment, net                                 |                                        
|Goodwill                                                           |                                        
|Other intangibles, net                                             |                                        
|Other long-term
    assets                                         |                                        
|Total non-current assets                                           |                                        
|Total assets                                                       |                                        
|                                                                   |                                        
|Liabilities and equity                                             |                                        
|Current liabilities                                                |                                        
|Current portion of debt                                            |                                        
|Accounts payable                                                   |                                        
|Trade                                                              |                                        
|Affiliates                                                         |                                        
|Accrued liabilities and other                                      |                                        
|Fair value of derivative instruments                               |                                        
|Liabilities of operations held for
    sale                        |                                        
|Total current liabilities                                          |                                        
|Long-term debt, net of current portion                             |                                        
|Other long-term liabilities                                        |                                        
|Total non-current liabilities                                      |                                        
|Total liabilities                                                  |                                        
|                                                                   |                                        
|Equity                                                             |                                        
|Partners' capital                                                  |                                        
|General partner                                                    |                                        
|Limited partners                                                   |                                        
|Common unit holders (14,661,368 units outstanding                  |                                        
|at December 31, 2011)                                              |                                        
|Subordinated and restricted unit holders (96,142 units outstanding |                                        
|at December 31, 2011                                               |                                        
|Accumulated other comprehensive income                             |                                        
|Total High Sierra Energy, LP partners' capital                     |                                        
|Noncontrolling interests                                           |                                        
|Total equity                                                       |                                        
|Total liabilities and equity                                       |                                        

F-19

---



High Sierra Energy, LP and Subsidiaries Consolidated Statement of Operations

|                                                               | Year
    ended December 31,
|-------------------------------------------------------------- | ---------------------------
|                                                               | 2011                       
|                                                               | (in
    thousands)         
|                                                               |                            
|Revenues                                                       |                            
|Product, transportation
    fees and other                     |                            
|Unrealized gains on commodity derivative instruments           |                            
|Total revenues                                                 |                            
|                                                               |                            
|Operating costs and expenses                                   |                            
|Product and transportation
    expenses                        |                            
|Operating expenses                                             |                            
|General and administrative
    expenses                        |                            
|Gain on sale of assets                                         |                            
|Depreciation
    and amortization expense                      |                            
|Total operating costs and expenses                             |                            
|Operating income                                               |                            
|Other income (expense)                                         |                            
|Interest income                                                |                            
|Interest expense                                               |                            
|Other income,
    net                                          |                            
|Income from continuing operations
    before income taxes      |                            
|Income tax expense (benefit)                                   |                            
|Income from continuing operations                              |                            
|                                                               |                            
|Discontinued operations                                        |                            
|Loss from discontinued
    operations, net                     |                            
|Loss on disposal of discontinued operations, net               |                            
|Loss from discontinued
    operations, net                     |                            
|                                                               |                            
|Net income                                                     |                            
|Net income attributable to noncontrolling interests            |                            
|                                                               |                            
|Net income attributable to High
    Sierra Energy, LP partners |                            
|                                                               |                            
|Amounts Attributable to High Sierra
    Energy, LP partners    |                            
|Income from continuing operations                              |                            
|(Loss) from discontinued operations                            |                            
|                                                               |                            
|Net income attributable to High
    Sierra Energy, LP partners |                            

F-20

---



High Sierra Energy, LP and
SubsidiariesConsolidated Statement of EquityYear ended
December 31, 2011(in thousands, except unit amounts)

|                                                 |  | Common
    Units     |   |         |   |                                 |   |                   |   |                |   |                          |         |          |  |       |      |   |  |  
|------------------------------------------------ |  | -------------------- | - | ------- | - | ------------------------------- | - | ----------------- | - | -------------- | - | ------------------------ | ------- | -------- |  | ----- | ---- | - |  | -
|                                                 |  | Limited
    Partners |   | General |   | Subordinated
    and restricted |   | Accumulated other |   | Noncontrolling |   |                          |         |         
|                                                 |  | Units                |   | Amount  |   | Partner                         |   | Units             |   | Amount         |   | comprehensive
    income |         | Interest |  | Total
|Balance December 31, 2010                        |  | 14,308,924           |   |         | $ | 222,105                         |   |                   | $ | 4,669          |   |                          | 106,642 |          |  | $     | 845  |   |  | $
|Contributions                                    |  | 385,000              |   |         |   | 10,010                          |   |                   |   |               |   |                          |        |          |  |       |     |   |  |  
|Distributions                                    |  |                     |   |         |   | (6,589                          | ) |                   |   | (134           | ) |                          |        |          |  |       |     |   |  |  
|Noncontrolling interests acquired1               |  |                     |   |         |   | (24,245                         | ) |                   |   |               |   |                          |        |          |  |       |     |   |  |  
|Noncontrolling interests sold2                   |  |                     |   |         |   |                                |   |                   |   |               |   |                          |        |          |  |       |     |   |  |  
|Fair value of units reacquired in settlement     |  | (76,389              | ) |         |   | (1,986                          | ) |                   |   |               |   |                          |        |          |  |       |     |   |  |  
|Vesting of subordinated and restricted
    units |  | 43,833               |   |         |   | 630                             |   |                   |   |               |   |                          | (43,833 | )        |  |       | (630 | ) |  |  
|Unit based awards, net                           |  |                     |   |         |   |                                |   |                   |   |               |   |                          | 33,333  |          |  |       | 661  |   |  |  
|Comprehensive income                             |  |                      |   |         |   |                                 |   |                   |   |                |   |                          |         |          |  |       |      |   |  |  
|Net income                                       |  |                     |   |         |   | 21,111                          |   |                   |   | 431            |   |                          |        |          |  |       |     |   |  |  
|Total comprehensive income                       |  |                      |   |         |   |                                 |   |                   |   |                |   |                          |         |          |  |       |      |   |  |  
|Balance at December 31, 2011                     |  | 14,661,368           |   |         | $ | 221,036                         |   |                   | $ | 4,966          |   |                          | 96,142  |          |  | $     | 876  |   |  | $

1 Noncontrolling interests
in Anticline and Petro Source Products acquired. 2 Noncontrolling interests in Asgard and Monroe sold in
2011.

F-21

---



High Sierra
Energy, LP and Subsidiaries Consolidated
Statement of Cash Flow

|                                                                                  | Year ended December 31,
|--------------------------------------------------------------------------------- | -----------------------
|                                                                                  | 2011                   
|                                                                                  | (in thousands)         
|Cash flow from operating activities                                               |                        
|Net income                                                                        |                        
|Adjustments to reconcile net income to net cash provided by operating activities: |                        
|Depreciation, amortization and accretion                                          |                        
|Bad debt expense                                                                  |                        
|Unit-based compensation                                                           |                        
|Change in fair value of derivative instruments, net                               |                        
|Gain on units reacquired in settlement                                            |                        
|Loss on disposals of discontinued operations                                      |                        
|Gain on sale of assets                                                            |                        
|Changes in assets and liabilities:                                                |                        
|Accounts receivable                                                               |                        
|Inventory                                                                         |                        
|Prepaids and other assets                                                         |                        
|Accounts payable, accrued liabilities and other                                   |                        
|Net cash provided by operating activities                                         |                        
|Cash flows from investing activities                                              |                        
|Cash paid for
    acquisition of a business and noncontrolling interests          |                        
|Increase in restricted cash                                                       |                        
|Proceeds from
    disposals of discontinued operations                            |                        
|Proceeds from sale of assets                                                      |                        
|Purchases of
    property, plant and equipment                                    |                        
|Net cash used in investing activities                                             |                        
|Cash flows from financing activities                                              |                        
|Borrowings on lines of credit                                                     |                        
|Repayments on
    lines of credit                                                 |                        
|Payments of principal on notes payable                                            |                        
|Borrowings on
    short-term notes and line of credit                             |                        
|Repayments on short-term notes and line of credit                                 |                        
|Borrowings of
    long-term debt                                                  |                        
|Payments on long-term debt                                                        |                        
|Decrease in cash
    restricted for debt service                                  |                        
|Refund to collateralize letters of credit, net                                    |                        
|Deferred financing
    fees for credit facilities                                 |                        
|Distributions to non-controlling interest holders                                 |                        
|Payments to affiliate                                                             |                        
|Distributions to partners                                                         |                        
|Contributions
    from partners                                                   |                        
|Net cash provided by financing activities                                         |                        
|Net increase in cash and cash equivalents                                         |                        
|Cash and cash equivalents, beginning
    of year                                  |                        
|Cash and cash equivalents, end of year
    (including $14 cash                    |                        
|and cash equivalents of subsidiaries held for sale)                               |                        
|                                                                                  |                        
|Supplemental disclosure of cash
    and non-cash activities                       |                        
|Cash paid for interest, net of amount capitalized                                 |                        

F-22

---



16. Subsequent
Events

On December 1, 2011, the
Company terminated its Investment Advisory Agreement with the Adviser and
executed a Management Agreement with Corridor InfraTrust Management, LLC
(Corridor). The terms of the new Management Agreement include a quarterly
management fee equal to 0.25 percent (1.00 percent annualized) of the value of
the Companys average monthly managed assets for such quarter. Managed assets
means all of the securities of the Company and all of the real property assets
of the Company (including any securities or real property assets purchased with
or attributable to any borrowed funds) minus all of the accrued liabilities
other than (1) deferred taxes and (2) debt entered into for the purpose of
leverage. The Management Agreement also includes a quarterly incentive fee of 10
percent of the increase in distributions paid over a threshold distribution
equal to $0.125 per share per quarter. The Management Agreement also requires at
least half of any incentive fees to be reinvested in the Companys common stock.
In addition, the Company entered into a new Advisory Agreement by and among the
Company, Tortoise Capital Advisors, L.L.C. and Corridor under which Tortoise
Capital Advisors, L.L.C. will provide certain securities focused investment
services necessary to evaluate, monitor and liquidate the Companys remaining
securities portfolio and also provide the Company with certain operational (i.e.
non-investment) services. Corridor will compensate Tortoise Capital Advisors,
L.L.C. for such services provided to the Company.

On January 25, 2012, the
Company filed an amended shelf registration statement with the Securities and
Exchange Commission for the purposes of raising additional capital.

On February 6, 2012, the
Company declared a $0.11 per share distribution to be paid on March 1, 2012 to
stockholders of record on February 22, 2012.

The Company performed an
evaluation of subsequent events through the date the financial statements were
issued and determined that no additional items require recognition or
disclosure.

Amendment No. 1 to the
Annual Report on Form 10-K (Amendment No. 1) of Tortoise Capital Resources
Corporation (the Company, we or us) amended the Companys Annual Report on
Form 10-K for the fiscal year ended November 30, 2011 that was originally filed
with the Securities and Exchange Commission (the Commission) on February 13,
2012 (the Original 10-K). Amendment No. 1 was filed solely to (i)
appropriately classify Deferred Tax Benefit of $557,017, $708,217 and $313,024
for the years ended November 30, 2011, 2010 and 2009, respectively, and move
such amounts from Loss from Operations and into Deferred Tax Expense on the
Consolidated Statements of Income in accordance with Rule 5-03 of Regulation
S-X, (ii) to revise the subtotal for Net Cash Provided by Operating Activities
for the Year Ended November 30, 2011 within the Consolidated Statements of Cash
Flows of $1,576,222 to reflect the sum of the components of that subsection of
the statement of $2,762,446, (iii) to revise certain condensed financial
information of the Companys unconsolidated affiliates included in Footnote 6 to
the financial statements to describe the dates for which financial information
of unconsolidated affiliates is available and to add detail of operating
expenses, net income, current and noncurrent assets and current and noncurrent
liabilities to comply with to the requirements of Rule 4-08(g) of Regulation
S-X, and (iv) to revise the Companys outlook with respect to obtaining real
estate investment trust (REIT) status. These changes did not impact net income
or earnings per share amounts.

This Amendment No. 2 to
the Annual Report on Form 10-K (Amendment No. 2) amends the Companys
Annual Report on Form 10-K for the fiscal year ended November 30, 2011 that was
originally filed with the Commission on February 13, 2012 and amended on May 1,
2012.  This Amendment No. 2 is being filed solely to include Note 15 to the
Companys consolidated financial statements certain financial statements of a portfolio company and to include the information in the paragraph below.

On May 21, 2012, NGL
Energy Partners, LP and certain of its affiliates (collectively, NGL)
announced that they have entered into merger agreements with High Sierra Energy,
LP and High Sierra Energy GP, LLC (collectively, High Sierra) pursuant to
which NGL, a New York Stock Exchange listed company, will acquire High Sierra
and pay to the limited partners of High Sierra a combination of cash and units
in NGL.  As a result of this transaction, expected to close in early June
2012, the Company expects to receive approximately $9.2 million in cash and an
estimated 1.2 million units of NGL.  The actual number of NGL units to be
received by the Company is subject to adjustment based on the outstanding net
debt of High Sierra when the transaction closes.  Based on the May 21, 2012
closing price for NGL units of $23.15, the total consideration the Company
expects to receive at closing of the transaction is approximately $37.0
million.  The fair value that the Company attributed to its interests in
High Sierra as of its last five fiscal quarters ending February 29, 2012 and
November 30, August 31, and May 30, and February 28, 2011 was $29.1, $25.5,
$27.8, $25.1, and $20.6 million, respectively.  The NGL units to be
received by the Company will not be freely transferable in the public markets
for at least six months following the closing.  NGL has announced that NGL
management intends to recommend to the NGL Board an increase in the annual
distribution on its units to $1.65.  Distributions by NGL at that rate are
expected to generate an anticipated $495,000 per quarter for the Company,
starting with the distribution for the quarter ending September 30, 2012 and
continuing during the period that all of the NGL units are held by the
Company.  The Company expects to receive one third of that distribution for
the quarter ending June 30, 2012 (assuming the transaction closes in
June).  The closing of the announced transaction is subject to various
conditions.

F-23

---



ADDITIONAL
INFORMATION(Unaudited)

Officers and Directors as of
December 1, 2011

Name
    TTO PositionConrad S. Ciccotello
    DirectorJohn R.
      Graham
    DirectorCharles E. Heath
    DirectorRichard C.
      Green
    Director and
      Chairman of the BoardDavid J. Schulte
    Director and Chief Executive OfficerTerry C.
      Matlack
    Chief Financial
      OfficerEdward Russell
    PresidentDavid
      Haley
    Senior Vice
      PresidentRebecca M. Sandring
    TreasurerP. Bradley
      Adams
    Assistant
      TreasurerConnie J. Savage
    SecretaryDiane M.
      Bono
    Assistant
      Secretary


Director and Officer
Compensation

The Company does not
compensate any of its directors who are interested persons (as defined in
Section 2 (a) (19) of the 1940 Act) or any of its officers. For the year ended
November 30, 2011, the aggregate compensation paid by the Company to the
independent directors was $69,000. The Company did not pay any special
compensation to any of its directors or officers.

Forward-Looking
Statements

This report contains
forward-looking statements. By their nature, all forward-looking statements
involve risk and uncertainties, and actual results could differ materially from
those contemplated by the forward-looking statements.

Certifications

The Companys Chief
Executive Officer submitted to the New York Stock Exchange the annual CEO
certification as required by Section 303A.12(a) of the NYSE Listed Company
Manual.

The Company has filed with
the SEC the certification of its Chief Executive Officer and Chief Financial
Officer required by Section 302 of the Sarbanes-Oxley Act.

Proxy Voting Policies

A description of the
policies and procedures that the Company uses to determine how to vote proxies
relating to portfolio securities owned by the Company is available to
stockholders (i) without charge, upon request by calling the Company at (913)
981-1020 or toll-free at (866) 362-9331 and on the Companys Web site at
www.tortoiseadvisors.com/tto.cfm; and (ii) on the SECs Web site at
www.sec.gov.

Privacy Policy

The Company is committed to
maintaining the privacy of its stockholders and safeguarding their non-public
personal information. The following information is provided to help you
understand what personal information the Company collects, how the Company
protects that information and why, in certain cases, the Company may share
information with select other parties.

Generally, the Company does
not receive any non-public personal information relating to its stockholders,
although certain non-public personal information of its stockholders may become
available to the Company. The Company does not disclose any non-public personal
information about its stockholders or a former stockholder to anyone, except as
required by law or as is necessary in order to service stockholder accounts (for
example, to a transfer agent).

The Company restricts
access to non-public personal information about its stockholders to employees of
its Adviser with a legitimate business need for the information. The Company
maintains physical, electronic and procedural safeguards designed to protect the
non-public personal information of its stockholders.

Automatic Dividend Reinvestment
Plan

If a stockholders shares
of common stock (common shares) of the Company are registered directly with
the Company or with a brokerage firm that participates in the Automatic Dividend
Reinvestment Plan (the Plan) through the facilities of the Depository Trust
Company and such stockholders account is coded dividend reinvestment by such
brokerage firm, all distributions are automatically reinvested for stockholders
by the Plan Agent, Computershare Trust Company, Inc. (the Agent) in additional
common shares (unless a stockholder is ineligible or elects
otherwise).

The Company will use
primarily newly-issued shares of the Companys common stock to implement the
Plan, whether its shares are trading at a premium or discount to net asset value
(NAV). However, the Company reserves the right to instruct the Agent to
purchase shares in the open market in connection with the Companys obligations
under the Plan. The number of

F-24

---



newly issued shares will be
determined by dividing the total dollar amount of the distribution payable to
the participant by the closing price per share of the Companys common stock on
the distribution payment date, or the average of the reported bid and asked
prices if no sale is reported for that day. If distributions are reinvested in
shares purchased on the open market, then the number of shares received by a
stockholder shall be determined by dividing the total dollar amount of the
distribution payable to such stockholder by the weighted average price per share
(including brokerage commissions and other related costs) for all shares
purchased by the Agent on the open-market in connection with such distribution.
Such open-market purchases will be made by the Agent as soon as practicable, but
in no event more than 30 days after the distribution payment date.

There will be no brokerage
charges with respect to shares issued directly by us as a result of
distributions payable either in shares or in cash. However, each participant
will pay a pro rata share of brokerage commissions incurred with respect to the
Plan Agents open-market purchases in connection with the reinvestment of
distributions. If a participant elects to have the Plan Agent sell part or all
of his or her common shares and remit the proceeds, such participant will be
charged his or her pro rata share of brokerage commissions on the shares sold
plus a $15.00 transaction fee. The automatic reinvestment of distributions will
not relieve participants of any federal, state or local income tax that may be
payable (or required to be withheld) on such distributions.

Participation in the Plan
is completely voluntary and may be terminated at any time without penalty by
giving notice in writing to the Agent at the address set forth below, or by
contacting the Agent as set forth below; such termination will be effective with
respect to a particular distribution if notice is received prior to the record
date for such distribution.

Additional information
about the Plan may be obtained by writing to Computershare Trust Company, N.A.,
P.O. Box 43078, Providence, Rhode Island 02940-3078, by contacting them by phone
at (800) 426-5523, or by visiting their Web site atwww.computershare.com.

F-25

---



Tortoise Capital Resources
      Corporation


SIGNATURES

Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

TORTOISE CAPITAL RESOURCES
      CORPORATION(Registrant)By:
    /s/David J.
      SchulteDavid J.
    SchulteDirector and Chief Executive
      Officer


June 1, 2012


Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the company and in the capacities
indicated on June 1, 2012.



Signature
    
    Capacity/s/Terry C.Matlack
    
    
    Chief Financial
    Officer(Principal Financial and
      Accounting Officer)/s/David J.Schulte
    
    
    Director and Chief Executive
      Officer(Principal Executive
      Officer)/s/Conrad S.Ciccotello *
    
    
    Director/s/John R.Graham
*
    
    
    Director/s/Charles E.Heath *
    
    
    Director/s/Richard C.
      Green *
    
    
    Director


* By David J. Schulte
pursuant to Power of Attorney, filed with Registrants Form 10-K on February 13,
2012.

F-26

---