Exhibit
      10.4

    


    NGP
      CAPITAL RESOURCES COMPANY

    NGP
      INVESTMENT ADVISOR, LP

    


    AMENDED
      AND RESTATED

    JOINT
      CODE OF ETHICS

    


    Adopted
      July 31, 2008

     

    This
      Amended and Restated Code of Ethics (the “Code”) has been adopted by the Board
      of Directors, including a majority of the Directors who are not interested
      persons, of NGP Capital Resources Company (the “Company”) and the general
      partner of NGP Investment Advisor, LP (the “Adviser”) in order to satisfy the
      requirements of Rule 17j-1 under the Investment Company Act of 1940 (the “1940
      Act”) and Section 204A of the Investment Advisers Act of 1940 (the “Advisers
      Act”).

    


    As
      it
      relates to Rule 17j-1 of the 1940 Act, the purpose of the Code is to establish
      standards and procedures that are reasonably designed for the detection and
      prevention of activities by which persons having knowledge of the investments
      and investment intentions of the Company may abuse their fiduciary duties to
      the
      Company and otherwise deal with the types of conflicts of interest situations
      to
      which Rule 17j-1 is addressed. As it relates to Section 204A of the Advisers
      Act, the purpose of this Code is to establish procedures that, taking into
      consideration the nature of the Adviser’s business, are reasonably designed to
      prevent the misuse of material non-public information in violation of the
      federal securities laws by persons associated with the Adviser.

    


    SECTION
      1

    


    DEFINITIONS

    


    
      	 	
              1.1.

            	
              “Access
                Person”
                means (a) the Adviser, (b) any director, general partner, or officer
                of
                the Adviser or the Company, and (c) any Advisory Person.
                

            


    

    


    
      	 	
              1.2.

            	
              “Advisory
                Person”
                means any (a) employee of the Company (or any company in a Control
                relationship with the Company) who, in connection with his or her
                regular
                functions or duties, makes, participates in, or obtains information
                regarding the purchase or sale of Covered Securities by the Company
                or
                whose functions relate to the making of any recommendations with
                respect
                to such purchases or sales, and (b) employee of the Adviser who has
                access
                to nonpublic information regarding the Company’s purchase or sale of
                securities, or nonpublic information regarding the portfolio holdings
                of
                the Company, or who, in connection with his or her regular functions
                or
                duties is involved in making securities recommendations to the Company,
                or
                has access to such recommendations that are not public.
                

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    
      	 	
              1.3.

            	
              “Annual
                Certification”
                means an Annual Certification of Compliance with Code of Ethics,
                in the
                form attached as Schedule F.

            


    

    


    
      	 	
              1.4.

            	
              “Automatic
                Investment Plan”
                means a program in which regular periodic purchases (or withdrawals)
                are
                made automatically in (or from) investment accounts in accordance
                with a
                predetermined schedule and allocation and includes a dividend reinvestment
                plan.

            


    

    


    
      	 	
              1.5.

            	
              “Beneficial
                Ownership”
                has the meaning set forth in paragraph (a)(2) of Rule 16a-1 under
                the
                Securities Exchange Act of 1934, and for purposes of this Code includes
                any interest by which an Access Person or any Immediate Family Member
                of
                an Access Person can directly or indirectly derive monetary or other
                economic benefit from the purchase, sale (or other acquisition or
                disposition), or ownership of a security, including any such interest
                that
                arises as a result of: a general partnership interest in a general
                or
                limited partnership, an interest in a trust, a right to dividends
                that is
                separated or separate from the underlying security, a right to acquire
                equity securities through the exercise or conversion of a derivative
                security (whether or not presently exercisable), and a performance
                related
                advisory fee (other than an asset based
                fee).

            


    

    


    
      	 	
              1.6.

            	
              “Board
                Member”
                means each individual who serves as a director of the
                Company.

            


    

    


    
      	 	
              1.7.

            	
              “Committee
                of Independent Directors”
                means a committee comprised of all of the directors of the Company
                who are
                not “interested persons” of the Company as defined in Section 2(a)(19) of
                the 1940 Act acting as a committee of the
                whole.

            


    

    


    
      	 	
              1.8.

            	
              “Compliance
                Officer”
                means the person designated by the Adviser to serve as the chief
                compliance officer of the Adviser.

            


    

    


    
      	 	
              1.9.

            	
              “Control”
                has the meaning set forth in Section 2(a)(9) of the 1940 Act, and
                includes
                the power to exercise a controlling influence over the management
                or
                policies of a company, unless such power is solely the result of
                an
                official position with the company. Control shall be presumed to
                exist
                where a person owns beneficially, either directly or through one
                or more
                companies, more than 25% of the voting securities of a
                company.

            


    

    


    
      	 	
              1.10.

            	
              “Covered
                Security”
                means a security as defined in Section 2(a)(36) of the 1940 Act and
                includes any and all stock, debt obligations, and similar instruments
                of
                whatever kind, including any right or warrant to purchase a security,
                or
                option to acquire or sell a security, a group or index of securities.
                References to a security in this Code shall be deemed to refer to
                and
                include any warrant for, option in, or security immediately convertible
                into that security, and shall also include any financial instrument
                that
                has an investment return or value that is based, in whole or in part,
                on
                that security (collectively “derivatives”).


            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    The
      term
“Covered Security” does not include: (a) direct obligations of the Government of
      the United States, (b) bankers’ acceptances, bank certificates of deposit,
      commercial paper, and high quality short-term debt instruments, including
      repurchase agreements, (c) shares issued by money market funds, (d) any shares
      issued by an open-end investment company, and (e) shares issued by unit
      investment trusts that are invested exclusively in one or more open-end
      investment companies.

    


    A
      Covered
      Security is “being considered for purchase or sale” when a recommendation to
      purchase or sell the security has been made or communicated and, with respect
      to
      the person making the recommendation, when such person seriously considers
      making such a recommendation.

     

    
      	 	
              1.11.

            	
              “Immediate
                Family Member”
                means a person who shares the same household as the Access Person
                and is
                related to the Access Person by blood, marriage, or
                adoption.

            


    

    


    
      	 	
              1.12.

            	
              “Independent
                Board Member”
                means each individual who serves as a director of the Company who
                is not
                an “interested person,” as defined in Section 2(a)(19) of the 1940 Act, of
                the Company.

            


    

    


    
      	 	
              1.13.

            	
              “Initial
                Certification”
                means an Initial Certification of Compliance with Code of Ethics,
                in the
                form attached as Schedule E.

            


    

    


    
      	 	
              1.14.

            	
              “Initial
                Public Offering”
                means an offering of securities registered under the Securities Act
                of
                1933, the issuer of which, immediately before the registration was
                not
                subject to the reporting requirements of Section 13 or 15(d) of the
                Securities Exchange Act of 1934.

            


    

    


    
      	 	
              1.15
                

            	
              “Investment
                Personnel”
                mean (a) any employee of the Company or the Advisor (or of any company
                in
                a control relationship to the Company or the Advisor who, in connection
                with his or her regular functions or duties, makes or participates
                in
                making recommendations regarding the purchase or sale of securities
                by the
                Company or (b) any natural person who controls the Company or the
                Advisor
                and who obtains information concerning recommendations made by the
                Company
                regarding the purchase or sale of securities by the
                Company.

            


    

    


    
      	 	
              1.16.

            	
              “Limited
                Offering”
                means an offering that is exempt from registration pursuant to Section
                4(2) of Section 4(6) of the Securities Act of 1933 or Rule 504, 505,
                or
                506 thereunder.

            


    

    


    
      	 	
              1.17.

            	
              “Related
                Party”
                means an employee’s spouse, minor children, other relative who live in the
                employee’s household and trusts and similar entities with respect to which
                an employee is trustee or otherwise enjoys beneficial
                ownership.

            


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              1.18.

            	
              “Restricted
                Securities”
                has the meaning ascribed to such term in
                Section 3.1.

            


    

    


    
      	 	
              1.19.

            	
              “Restricted
                Securities List”
                means the list of Restricted Securities maintained by the Compliance
                Officer as it exists at such time.

            


    

    


    
      	 	
              1.20.

            	
              “Security
                Held or to be Acquired by the Company”
                means (a) any Covered Security that, within the most recent 15 days:
                (i)
                is or has been held by the Company, or (ii) is being or has been
                considered by the Company or the Advisor for purchase by the Company,
                and
                (b) any option to purchase or sell, and any securities convertible
                into or
                exchangeable for, a Covered Security described in clause
                (a).

            


    

    


    SECTION
      2

    


    STATEMENT
      OF GENERAL PRINCIPLES

    


    The
      general fiduciary principles that govern the trading activities by an Access
      Person are as follows:

    


    
      	 	
              (a)

            	
              The
                duty at all times to place the interests of the stockholders of the
                Company first.

            


    

    


    
      	 	
              (b)

            	
              The
                requirement that all personal securities transactions be conducted
                in a
                manner that does not interfere with the Company’s portfolio transactions
                so as to avoid any actual or potential conflict of interest or any
                abuse
                of an individual’s position of trust and
                responsibility.

            


    

    


    
      	 	
              (c)

            	
              The
                fundamental standard that Access Persons should not take inappropriate
                or
                unfair advantage of their relationship with the Company or the
                Adviser.

            


    

    


    
      	 	
              (d)

            	
              The
                duty of all Access Persons to comply with all applicable federal
                securities laws.

            


    

    


    Access
      Persons must adhere to these general principles as well as comply with the
      Code’s specific provisions.

     

    SECTION
      3

    


    PROHIBITED
      PURCHASES AND SALES

    


    3.1 Except
      as
      permitted pursuant to Section 4 or 5 below, no Access Person shall purchase
      or
      sell, directly or indirectly, any Covered Security in which he or she has,
      or by
      reason of such transaction acquires, any direct or indirect beneficial ownership
      and which he or she knows or should know at the time of such purchase or sale:
      (a) has been purchased or sold by the Company within the last 15 calendar days
      or held by the Company for less than 60 calendar days, (b) is currently being
      purchased or sold by the Company, or (c) is being, or within the most recent
      15
      calendar days has been, considered for purchase or sale by the Company
      (“Restricted
      Securities”).
      These
      prohibitions shall continue until the time that the Adviser or any such Access
      Person decides not to recommend such purchase or sale, or if such recommendation
      is made, until the time that the Company decides not to enter into, or
      completes, such recommended purchase or sale.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    3.2 No
      Access
      Person shall recommend any securities transaction by the Company without having
      disclosed his interest, if any, in such securities or the issuer of the
      securities, including without limitation: (a) his or her direct or indirect
      beneficial ownership of any securities of any such issuer, (b) any contemplated
      transaction by such person in such securities, (c) any position with such issuer
      or its affiliates, or (d) any present or proposed business relationship between
      such issuer or its affiliates and such person or any party in which such person
      has a significant interest.

    


    3.3 No
      Access
      Person shall, directly or indirectly in connection with the purchase or sale
      of
      any Security Held or to be Acquired by the Company: (a) employ any device,
      scheme, or artifice to defraud the Company, (b) make to the Company any untrue
      statement of a material fact or omit to state to the Company a material fact
      necessary in order to make the statements made, in light of the circumstances
      under which they are made, not misleading, (c) engage in any act, practice,
      or
      course of business that operates or would operate as a fraud or deceit upon
      the
      Company, or (d) engage in any manipulative practice with respect to the
      Company.

    


    3.4
       No
      Access
      Person or Investment Personnel shall: (a) purchase, directly or indirectly,
      or
      by reason of such transaction acquire, any direct or indirect beneficial
      ownership of any Covered Securities in an Initial Public Offering or a Limited
      Offering without prior approval in accordance with this Code or (b) (i) seek
      or
      accept favors, preferential treatment or any other personal benefit because
      of
      his or her association with the Adviser or the Company, (ii) accept any
      entertainment, gift or other personal benefit that may create or appears to
      create a conflict between the interests of such person and the Adviser or the
      Company, or (iii) receive any gift or other personal benefit of more than de
      minimis value from any person or entity that does business with or on behalf
      of
      the Adviser or the Company.  For purposes of this Code, de minimis is
      defined as reasonable and customary gifts, benefits or business entertainment
      (such as dinners, tickets to sporting events or theater, or comparable
      entertainment) which is neither so frequent nor so extensive as to raise any
      question of propriety. Any questions regarding the receipt of any gift or other
      personal benefit should be directed to the Compliance Officer. 


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    SECTION
      4

    


    EXEMPT
      PURCHASES AND SALES

    


    
      	 	
              The
                prohibitions in Section 3 of this Code shall not apply
                to:

            


    

    


    
      	 	
              (a)

            	
              purchases
                or sales effected in any account over which an Access Person has
                no direct
                or indirect influence or control;

            


    

    


    
      	 	
              (b)

            	
              purchases
                or sales of securities that are not listed on the Restricted Securities
                List, other than securities acquired in an Initial Public Offering
                or a
                Limited Offering;

            


    

    


    
      	 	
              (c)

            	
              purchases
                or sales of securities that are U.S. Treasury obligations, commercial
                paper and high quality debt instruments (including repurchase agreements)
                with a stated maturity of 12 months or less, bankers' acceptances,
                and
                bank certificates of deposit;

            


    

    


    
      	 	
              (d)

            	
              purchases
                and redemptions of shares of registered open-end investment companies
                (mutual funds), but not shares of funds advised by the Adviser, closed-end
                funds, or exchange traded funds;

            


    

    


    
      	 	
              (e)

            	
              purchases
                effected upon exercise of rights issued by an issuer pro rata to
                all
                holders of a class of its securities to the extent such rights were
                acquired from such issuer, and sales of such rights to be
                acquired;

            


    

    


    
      	 	
              (f)

            	
              involuntary
                (i.e., non-volitional) purchases and sales of
                securities;

            


    

    


    
      	 	
              (g)

            	
              transactions
                effected pursuant to an Automatic Investment Plan;
                

            


    

    


    
      	 	
              (h)

            	
              joint
                investments permitted pursuant to an exemptive order issued by the
                Securities and Exchange Commission;
                or

            


    

    


    
      	 	
              (i)

            	
              purchases
                or sales for which the Access Person has received prior approval
                from the
                Compliance Officer in accordance with this
                Code.

            


    

    


    SECTION
      5

    


    PRIOR
      CLEARANCE OF TRANSACTIONS

    


    No
      Access
      Person or Investment Personnel shall acquire any beneficial ownership in any
      Covered Securities in an Initial Public Offering or in a Limited Offering,
      without obtaining prior written clearance from the Compliance Officer or a
      person designated by the Compliance Officer to pre-clear transactions. The
      Compliance Officer and these designated persons are referred to as a “Clearing
      Officer.” A Clearing Officer seeking pre-clearance with respect to his or her
      own transaction shall obtain such clearance from another Clearing
      Officer.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Any
      Access Person or Investment Personnel who effects a purchase or sale of any
      Covered Security after obtaining prior written clearance shall be deemed not
      to
      be in violation of Section 3 of this Code by reason of such purchase or sale.
      Upon written request from an Access Person or Investment Personnel as provided
      in Paragraph 5.1 below, a Clearing Officer shall have the sole discretion to
      pre-approve a personal securities transaction, and thereby exempt such
      transaction from the restrictions of this Code. The Clearing Officer shall
      make
      such determination in accordance with the following:

    


    
      	 	
              (a)

            	
              Prior
                approval shall be granted only if a purchase or sale of securities
                is
                consistent with the purposes of this Code and Section 17(j) of the
                1940
                Act. To illustrate, a purchase or sale shall be considered consistent
                with
                those purposes if such purchase or sale is only remotely potentially
                harmful to the Company or the Adviser because such purchase or sale
                would
                be unlikely to affect a highly institutional market, or because such
                purchase or sale is clearly not related economically to the securities
                held, purchased, or sold by the
                Company.

            


    

    


    
      	 	
              (b)
                

            	
              Prior
                approval shall take into account, among other
                factors:

            


    

    


    
      	 	
              (i)
                

            	
              whether
                the investment opportunity should be reserved for the Company and
                whether
                the opportunity is being offered to the Access Person or Investment
                Personnel by virtue of the Access Person’s or Investment Personnel’s
                position with the Company or the
                Adviser;

            


    

    


    
      	 	
              (ii)
                

            	
              whether
                the amount or nature of the transaction or person making it is likely
                to
                affect the price or market for the
                security;

            


    

    


    
      	 	 	
              (iii)
                

            	
              whether
                the Access Person or Investment Personnel making the proposed purchase
                or
                sale is likely to benefit from purchases or sales being made or being
                considered by the Company;

            


    

    


    
      	 	 	
              (iv)
                

            	
              whether
                the security proposed to be purchased or sold is one that would qualify
                for purchase or sale by the
                Company;

            


    

    


    
      	 	 	
              (v)
                

            	
              whether
                the transaction is non-volitional on the part of the individual,
                such as
                receipt of a stock dividend or a sinking fund call;
                

            


    

    


    
      	 	 	
              (vi)

            	
              whether
                the chance of a conflict of interest is remote;
                and

            


    

    


    
      	 	 	
              (vii)

            	
              whether
                the transaction is likely to effect the Company
                adversely.

            


    

    


    
      	 	
              (c)

            	
              An
                Access Person or Investment Personnel must submit in writing a completed
                and executed Request for Permission to Engage in a Personal Securities
                Transaction (a form of which is attached hereto as Schedule A), which
                shall set forth the details of the proposed transaction. Approval
                of the
                transaction as described on such form shall be evidenced by the signature
                of the Clearing Officer thereon. A copy of all prior approval forms,
                with
                all required signatures, shall be retained by the Compliance
                Officer.

            


    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)

            	
              If
                approval is given to the Access Person or Investment Personnel in
                accordance with this Code to engage in a securities transaction,
                the
                Access Person or Investment Personnel is under an affirmative obligation
                to disclose that position if such Access Person or Investment Personnel
                plays a material role in the Company’s subsequent investment decision
                regarding the same issuer. In such circumstances, an independent
                review of
                the Company’s investment decision to purchase securities of the issuer by
                investment personnel with no personal interest in the issuer shall
                be
                conducted.

            


    

    


    
      	 	
              (e)

            	
              Approval
                granted to an Access Person or Investment Personnel in accordance
                with
                this Code is only effective for seven days from the date of such
                approval;
                provided, however, that a pre-clearance expires upon the Access Person
                or
                Investment Personnel receiving pre-clearance becoming aware of facts
                or
                circumstances that would prevent a proposed trade from being pre-cleared
                were such facts or circumstances made known to a Clearing Officer.
                Accordingly, if an Access Person or Investment Personnel becomes
                aware of
                new or changed facts or circumstances that give rise to a question
                as to
                whether pre-clearance could be obtained if a Clearing Officer was
                aware of
                such facts or circumstances, the Access Person or Investment Personnel
                shall be required to so advise a Clearing Officer and obtain a new
                pre-clearance before proceeding with such
                transaction.

            


    

    


    SECTION
      6

    


    REPORTING

    


    6.1 Every
      Access Person must submit an Initial Holdings Report, Quarterly Transactions
      Reports, and Annual Holdings Reports on such dates as shall be determined by
      the
      Compliance Officer containing the information set forth below about each
      transaction, if any, by which the Access Person acquires any direct or indirect
      beneficial ownership of a Covered Security; provided, however,
      that:

    


    
      	 	
              (a)

            	
              an
                Access Person shall not be required to include in such reports any
                transaction effected for any account over which such Access Person
                does
                not have any direct or indirect influence or control;
                and

            


    

    


    
      	 	
              (b)

            	
              Independent
                Board Members of the Company shall not be required to submit an Initial
                Holdings Report or Annual Holdings Reports, and shall be required
                to
                submit a Quarterly Transaction Report of a transaction only if such
                person, at the time of that transaction, knew, or in the ordinary
                course
                of fulfilling his official duties as a director of the Company should
                have
                known, that during the 15-day period immediately preceding or after
                the
                date of the transaction by such person, the security such person
                purchased
                or sold is or was purchased or sold by the Company or was being considered
                for purchase or sale by the Company or the
                Adviser.

            


    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    6.2 Each
      Access Person within ten days of the date that he or she becomes an Access
      Person (which information must be current as of a date no more than 45 days
      prior to the date the person becomes an Access Person) shall furnish to the
      Compliance Officer an Initial Holdings Report in the form attached as Schedule
      B
      containing the following information: (a) the title, number of shares, and
      principal amount of each Covered Security that he or she beneficially owns,
      directly or indirectly, (b) the name of any broker, dealer, or bank with whom
      the Access Person maintained an account in which any Covered Securities held,
      purchased, or sold (“personal securities account”) for the direct or indirect
      benefit of the Access Person as of the date the person became an Access Person,
      and (c) the date the report is submitted by the Access Person.

    


    Timely
      submission of an Initial Holdings Report, along with a copy of the most recent
      monthly statement for each personal securities account and copies of all
      confirmation of transactions effected after the date of such statement, shall
      satisfy the requirements of this Section 6.2 regarding submission of an Initial
      Holdings Report.

    


    6.3 An
      Access
      Person must submit no later than 30 days after the end of each calendar quarter
      to the Compliance Officer (a) a report containing the name of any broker,
      dealer, or bank with whom the Access Person established an account in which
      any
      Covered Securities were held during the quarter for such person’s direct or
      indirect benefit, the date the account was established, and the date the report
      is submitted, and (b) a Quarterly Transactions Report in the form attached
      as
      Schedule C containing the following information with respect to any transaction
      during the quarter in a Covered Security in which the Access Person had any
      direct or indirect beneficial ownership:

    


    
      	 	
              (a)

            	
              the
                date of the transaction, the title, the interest rate and maturity
                date
                (if applicable) and the number of shares, and the principal amount
                of each
                security involved;

            


    

    


    
      	 	
              (b)

            	
              the
                nature of the transaction (i.e., purchase, sale or other acquisition
                or
                disposition);

            


    

    


    
      	 	
              (c)

            	
              the
                price at which the transaction was
                effected;

            


    

    


    
      	 	
              (d)

            	
              the
                name of the broker, dealer or bank with or through whom the transaction
                was effected; and

            


    

    


    
      	 	
              (e)

            	
              the
                date that the report is submitted by the Access
                Person.

            


    

    


    An
      Access
      Person need not file a Quarterly Transaction Report for a calendar quarter
      if
      the Compliance Officer is being furnished with (a) confirmations and statements
      for all personal securities accounts of such Access Person, (b) duplicate
      monthly brokerage statements for all personal securities accounts on all
      transactions required to be reported hereunder, or (c) the requisite information
      on all transactions required to be reported hereunder through a transaction
      monitoring system, which may or may not be automated, in a manner acceptable
      to
      the Compliance Officer, provided that the Access Person has no reportable
      transactions other than those reflected in the confirmations and statements
      for
      such accounts.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    6.4 Every
      Access Person must submit an Annual Holdings Report in the form attached as
      Schedule D to the Compliance Officer, which information must be current as
      of a
      date no more than 45 days before the report is submitted containing the
      following information:

    


    
      	 	
              (a)

            	
              the
                title and the number of shares, and the principal amount of each
                Covered
                Security in which the Access Person had any direct or indirect beneficial
                ownership;

            


    

    


    
      	 	
              (b)

            	
              the
                name of any broker, dealer or bank with whom the Access Person maintains
                an account; and

            


    

    


    
      	 	
              (c)

            	
              the
                date that the report is submitted by the Access
                Person.

            


    

    


    Submission
      of the Annual Holdings Report, along with copies of the most recent monthly
      statement for each person’s securities account, shall satisfy the requirements
      of this Section 6.4 regarding submission of an Annual Holdings
      Report.

    


    6.5 Any
      report may also contain a statement declaring that the reporting or recording
      of
      any such transaction shall not be construed as an admission that the Access
      Person making the report has any direct or indirect beneficial ownership in
      the
      security to which the report relates.

    


    6.6
       An
      Access
      Person to the Advisor need not make a separate report to the Advisor under
      this
      Section 6 to the extent the information in the report would duplicate
      information required to be recorded under Rule 204-2(a)(13) under the Investment
      Advisers Act of 1940. 

    


    SECTION
      7

    


    ADMINISTRATION
      AND PROCEDURAL MATTERS

    


    
      	 	
              7.1

            	
              The
                Compliance Officer shall:

            


    

    


    
      	 	
              (a)

            	
              maintain
                a current list of the names of all Access Persons, with an appropriate
                description in each case of the titles or employment of such persons,
                including a notation of any directorships held by Access Persons,
                and the
                date each such person became an Access
                Person.

            


    

    


    
      	 	
              (b)

            	
              on
                an annual basis, furnish a copy of this Code to each Access
                Person;

            


    

    


    
      	 	
              (c)

            	
              notify
                each Access Person of his or her obligation to file reports as provided
                by
                this Code;

            


    

    


    
      	 	
              (d)

            	
              obtain
                Initial and Annual Holdings Reports from Access Persons and review
                Initial
                and Annual Holdings Reports;

            


    

    


    
      	 	
              (e)

            	
              report
                to the Board Members of the Company the facts contained in any reports
                filed with the Compliance Officer pursuant to this Code when any
                such
                report indicates that an Access Person purchased or sold a security
                held
                or to be acquired by the
                Company;

            


    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (f)

            	
              supervise
                the implementation of this Code by the Adviser and the enforcement
                of the
                terms hereof by the Adviser;

            


    

    


    
      	 	
              (g)

            	
              determine
                whether any particular securities transaction should be exempted
                pursuant
                to the provisions of this Code;

            


    

    


    
      	 	
              (h)

            	
              issue
                either personally or with the assistance of counsel as may be appropriate,
                any interpretation of this Code that may appear consistent with the
                objectives of Rule 17j-1 and this
                Code;

            


    

    


    
      	 	
              (i)

            	
              conduct
                such inspections or investigations as shall reasonably be required
                to
                detect and report any apparent violations of this Code to the Board
                Members of the Company;

            


    

    


    
      	 	
              (j)

            	
              review
                reports submitted pursuant to this
                Code;

            


    

    


    
      	 	
              (k)

            	
              maintain
                and cause to be maintained in an easily accessible place, the following
                records:

            


    

    


    
      	 	
              (i)

            	
              a
                copy of any Code adopted pursuant to Rule 17j-1 which has been in
                effect
                during the past five years;

            


    

    


    
      	 	
              (ii)

            	
              a
                record of any violation of any such Code and of any action taken
                as a
                result of such violation;

            


    

    


    
      	 	
              (iii)

            	
              a
                copy of each report made by the Compliance Officer during the past
                five
                years;

            


    

    


    
      	 	
              (iv)

            	
              a
                list of all persons who are, or within the past five years have been,
                required to make reports pursuant to Rule 17j-1, or who are or were
                responsible for reviewing these reports, with an appropriate description
                of their title or employment;

            


    

    


    
      	 	
              (v)

            	
              a
                copy of each report made by an Access Person as required by Section
                6 of
                the Code, including any information provided in lieu of the reports
                under
                Section 6 of the Code, during the past five years;
                and

            


    

    


    
      	 	
              (vi)

            	
              a
                copy of each report to the Board Members of the Company required
                by
                Section 7.1(e) during the past five years;
                and

            


    

    


    
      	 	
              (l)

            	
              perform
                such other duties as are set forth in this
                Code.

            


    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    7.2 This
      Code
      may not be amended or modified except in a written form that is specifically
      approved by the Board Members of the Company, including a majority of the
      Independent Board Members, within six months after such amendment or
      modification.

    


    In
      connection with any such amendment or modification the Board Members must
      receive a certification from the Compliance Officer certifying the procedures
      reasonably necessary to prevent Access Persons from violating the Code, as
      proposed to be amended or modified, have been adopted.

    


    7.3 The
      Compliance Officer may delegate to one or more other officers of the Adviser
      such responsibilities of the Compliance Officer as he or she may deem
      appropriate; provided, that: (a) any such delegation shall be set forth in
      writing and retained as part of the records of the Company and the Adviser
      and
      (b) it shall be the responsibility of the Compliance Officer to supervise the
      performance by such persons of the responsibilities that have been delegated
      to
      them.

    


    SECTION
      8

    


    PROHIBITION
      AGAINST INSIDER TRADING

    


    This
      Section is intended to satisfy the requirements of Section 204A of the Advisers
      Act, which is applicable to the Adviser and requires that the Adviser establish
      and enforce procedures designed to prevent the misuse of material, non-public
      information by its associated persons. It applies to all employees of the
      Company and the Adviser as well as to Board Members of the Company. Trading
      securities while in possession of material, non-public information, or
      improperly communicating that information to others, may expose an employee
      or
      Board Member to severe penalties. Criminal sanctions may include a fine of
      up to
      $1,000,000 and/or imprisonment for up to ten years (25 years if their actions
      constitute fraud). The SEC can recover the profits gained or losses avoided
      through the violative trading, a penalty of up to three times the illicit
      windfall, and an order permanently barring an Adviser Employee from the
      securities industry. Finally, an employee or Board Member may be sued by
      investors seeking to recover damages for insider trading violations.


    


    8.1 Prohibited
      Transactions.
      When an
      employee or Board Member of the Company or the Adviser knows material, nonpublic
      information about the Company, he or she may not: (a) trade in the Company’s
      securities, (b) advise others to buy, hold, or sell the Company’s securities,
      (c) have others trade for him or her in Company securities, (d) disclose or
      communicate the information to anyone else who might then trade (“tip”), or (e)
      assist anyone in any of these activities. Transactions that may be necessary
      or
      justifiable for independent reasons (such as the need to raise money for an
      emergency) are not an exception to the prohibition on insider trading. In
      addition, a Related Party of an employee or Board Member of the Company or
      the
      Adviser may not purchase Company securities while such employee or Board Member,
      as applicable, is in possession of material, nonpublic information, even if
      the
      employee or Board Member does not actually “tip” the Related Party regarding
      such information, and (ii) a Related Party of a Section 16 Employee (as
      hereinafter defined) or an Access Person is subject to the preclearance and
      trading window restrictions set forth below.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    8.2 Transactions
      in Securities of Portfolio Companies.
      Employees and Board Members also may learn material, nonpublic information
      about
      other companies from time to time as a result of their positions. Prohibitions
      against insider trading apply equally to transactions in those companies’
securities while the employee or Board Member is in possession of their
      material, nonpublic information. Contacts with portfolio companies or
      prospective portfolio companies will sometimes be a part of an employee’s
      research efforts. Employees of the Adviser may make investment decisions on
      the
      basis of conclusions formed through such contacts and analysis of publicly
      available information. Difficult legal issues arise, however, when, in the
      course of these contacts, an employee or Board Member becomes aware of material,
      non-public information. This could happen, for example, if a portfolio company’s
      chief financial officer prematurely discloses quarterly results to an employee
      or an investor relations representative makes selective disclosure of adverse
      news to a handful of investors. In such situations, an employee or Board Member
      must make a judgment as to his or her further conduct. To protect yourself,
      clients, the Company, and the Adviser, an employee and Board Member should
      contact the Compliance Officer immediately if he or she believes that he or
      she
      may have received material, non-public information.

    


    8.3 Short
      Sales.
      Employees and Board Members of the Company and the Adviser, regardless of
      whether or not they are aware of material, nonpublic information about the
      Company, may not engage in short sales of the Company’s securities.

    


    8.4 Material
      Information.
      Information is “material” where there is a substantial likelihood that a
      reasonable investor would consider it important in making his or her investment
      decisions. Generally, this includes any information the disclosure of which
      will
      have a substantial effect on the price of a security. No simple test exists
      to
      determine when information is material; assessments of materiality involve
      a
      highly fact specific inquiry. For this reason, employees and Board Members
      should direct any questions about whether information is material to the
      Compliance Officer. Material information often relates to a company’s results
      and operations, including, for example, quarterly and year-end earnings and
      significant changes in financial performance, outlook, or liquidity; portfolio
      valuation and net asset value announcements; changes in dividend policies or
      amounts; changes in previously released earnings estimates; significant merger
      or acquisition proposals or agreements; major litigation, liquidity problems;
      stock splits; private or public securities offerings; and extraordinary
      management developments. Material information may also relate to the market
      for
      a company’s securities. Information about a significant order to purchase or
      sell securities may, in some contexts, be material. Pre-publication information
      regarding reports in the financial press may also be material. 

    


    8.5 Nonpublic
      Information.
      Information is “public” when it has been disseminated broadly to investors in
      the marketplace. For example, information is public after it has become
      available to the general public through a public filing with the SEC or some
      other government agency, the Dow Jones “tape” or The
      Wall Street Journal
      or some
      other publication of general circulation, and after sufficient time has passed
      so that the information has been disseminated widely. Generally, no transaction
      should take place until the next business day after the disclosure of material
      information.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    8.6 Review
      Prior to Executing a Trade.
      An
      employee or Board Member of the Company or the Adviser, before executing any
      trade for himself or herself, or others, including the Company or other accounts
      managed by the Adviser or by a stockholder of the Adviser, or any affiliate
      of
      the stockholder (“Client
      Accounts”),
      must
      determine whether he or she has material, non-public information. An employee
      or
      Board Member who believes he or she is in possession of material, non-public
      information must take the following steps: 

    


    
      	 	
              (a)

            	
              Report
                the information and proposed trade immediately to the Compliance
                Officer;

            


    

    


    
      	 	
              (b)

            	
              Do
                not purchase or sell the securities on behalf of anyone, including
                Client
                Accounts; and

            


    

    


    
      	 	
              (c)

            	
              Do
                not communicate the information to any person, other than to the
                Compliance Officer.

            


    

    


    After
      the
      Compliance Officer has reviewed the issue, the Adviser will determine whether
      the information is material and non-public and, if so, what action the Adviser
      and the employee or Board Member, as applicable, should take. Employees and
      Board Members must consult with the Compliance Officer before taking any action.
      This degree of caution will protect employees, Board Members, clients, the
      Company, and the Adviser. 

    


    8.7 Rule
      10b5-1 Trading Plans.
      An
      employee or Board Member of the Company or the Adviser may trade in Company
      securities regardless of his or her awareness of material, nonpublic information
      if the transaction is made pursuant to a pre-arranged trading plan that was
      entered into when the employee was not in possession of material, nonpublic
      information (a “Rule
      10b5-1 Trading Plan”).
      Any
      such Rule 10b5-1 Trading Plans must (a) be written, (b) specify the amount
      of,
      date(s) on, and price(s) at which the securities are to be traded or establish
      a
      formula for determining such items, and (c) receive prior approval from the
      Compliance Officer. A Rule 10b5-1 Trading Plan may not be adopted when an
      employee or Board Member is in possession of material, nonpublic information
      about the Company. Furthermore, an employee or Board Member may amend or replace
      his or her Rule 10b5-1 Trading Plan only during periods when trading is
      permitted in accordance with this Code.

     

    8.8 Preclearance
      Procedures for Section 16 Employees and Access Persons.
      Certain
      Company employees who are subject to the reporting provisions and the trading
      restrictions of Section 16 of the Securities Exchange Act of 1934, as amended
      (“Section
      16 Employees”),
      as
      well as Access Persons, may trade in Company securities only at certain times
      throughout the year (“trading
      windows”)
      and
      only after first obtaining prior approval for a trade from the Compliance
      Officer at least two (2) days, but no more than five (5) days, prior to the
      proposed trade.

     

    The
      Compliance Officer may reject any trading request made by a Section 16 Employee
      or an Access Person at his or her sole and reasonable discretion. An employee
      or
      Board Member who is deemed by the Company to be a Section 16 Employee and/or
      Access Person will be notified of such a decision by the Compliance
      Officer.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    8.9
       Trading
      Windows for Section 16 Employees.
      Subject
      to being precleared by the Compliance Officer, Section 16 Employees may trade
      in
      Company securities only during the period beginning on the first full trading
      day following the Company’s widespread public release of quarterly or year-end
      earnings, and ending at the close of trading on the last business day of the
      second month of the fiscal quarter in which the earnings are released (e.g.,
      if
      the Company releases first quarter earnings on Tuesday, May 6th, Section 16
      Employees will have a trading window that is open from Wednesday, May 7th,
      through the last business day in May).  

     

    8.10 Trading
      Windows for Access Persons.
      Subject
      to being precleared by the Compliance Officer, an Access Person may trade in
      Company securities only during the period beginning on the first full trading
      day following the Company’s widespread public release of quarterly or year-end
      earnings, and ending at the close of trading on the last business day of the
      fiscal quarter in which the earnings are released (e.g., if the Company releases
      first quarter earnings on Tuesday, May 6th, Access Persons will have a trading
      window that is open from Wednesday, May 7th, through the last business day
      in
      June). 

     

    8.11 Hardship
      Cases.
      The
      Compliance Officer may, on a case-by-case basis, authorize trading in Company
      securities by Section 16 Employees and Access Persons outside of the applicable
      trading windows due to financial hardship or other hardships, but only if:
      (a)
      the employee or Board Member who wishes to trade has, at least two (2) days
      prior to the anticipated trade date, notified the Compliance Officer in writing
      of the circumstances of the hardship and the amount and nature of the proposed
      trade(s) and (b) the person trading is not in possession of material, nonpublic
      information concerning the Company and has certified that fact in writing to
      the
      Compliance Officer.

     

    8.12 Additional
      Prohibited Transactions.
      The
      Company considers it improper and inappropriate for any Section 16 Employee
      or
      Access Person to engage in speculative transactions in the Company's securities.
      It is therefore the Company’s policy that, in addition to the prohibited
      transactions described above, Section 16 Employees and Access Persons may not
      engage in any of the following transactions with respect to the Company's
      securities: (a) publicly traded options and (b) hedging transactions (such
      as
      zero-cost collars and forward sales contracts).

     

    8.13 Reporting
      Violations. Any
      employee or Board Member who becomes aware of a violation of this insider
      trading policy should report such violation to his or her supervisor or the
      Compliance Officer.

     

    8.14 Legal
      Review.
      Whenever an employee or Board Member has any questions about a transaction
      or
      compliance with this insider trading policy or seeks an exception from this
      policy, he or she should consult with the Compliance Officer before the
      transaction takes place. Although the Compliance Officer’s advice should not be
      considered investment advice or a guarantee that no liability will arise, all
      decisions by the Compliance Officer with respect to this policy will be final.
      

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    


    SECTION
      9

    


    SANCTIONS

    


    Any
      violation of this Code shall be subject to the imposition of such sanctions
      by
      the Company and the Adviser as may be deemed appropriate under the circumstances
      to achieve the purposes of Rule 17j-1 and this Code. Any sanctions to be imposed
      by the Company shall be determined by the Committee of Independent Directors
      of
      the Company. Any sanctions to be imposed by the Adviser shall be designated
      by
      the Adviser. Sanctions may include, but are not limited to, suspension or
      termination of employment, a letter of censure and/or restitution of an amount
      equal to the difference between the price paid or received by the Company and
      the more advantageous price paid or received by the offending person.


    


    SECTION
      10

    


    REVIEW
      OF
      REPORTS

    


    The
      Compliance Officer shall be responsible for reviewing all reports filed with
      the
      Company or the Adviser pursuant to Section 6 of this Code. Such officer shall
      indicate on each report the date of his review and shall sign each report to
      indicate that it has been reviewed. Such officer shall report to the Committee
      of the Independent Directors of the Company any violations of this Code that
      come to his or her attention in such review. 

    


    SECTION
      11

    


    INVESTMENT
      ADVISERS

    


    Prior
      to
      retaining the services of an investment adviser or principal underwriter for
      the
      Company, the Board of Directors of the Company shall review the Code of Ethics
      adopted pursuant to paragraph (b)(1)(i) of Rule 17j-1 under the 1940 Act by
      such
      investment adviser or principal underwriter, and shall receive a certification
      from such investment adviser or principal underwriter that it has adopted such
      procedures as are necessary to prevent Access Persons from violating such
      code.

    


    SECTION
      12

    


    PERIODIC
      REVIEW

    


    The
      Board
      of Directors (including a majority of the Independent Directors) of the Company
      shall review and evaluate this Code and the Reports filed by Access Persons
      at
      least once a year to determine that each Access Person is complying with the
      requirements of the Code and to determine that this Code contains such
      provisions as are reasonably necessary to prevent Access Persons from engaging
      in any act, practice, or course of business prohibited by paragraph (a) of
      Rule
      17j-1.

    


    No
      less
      frequently than annually, the Compliance Officer shall furnish the Board of
      Directors of the Company a report:


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    


    
      	 	
              (a)

            	
              Describing
                issues arising under this Code of Ethics since the last report to
                the
                Board, including but not limited to, information about material violations
                of the Code, sanctions imposed in response to such violations, changes
                made to the Code or procedures, and any proposed or recommended changes
                to
                the Code or procedures, and

            


    

    


    
      	 	
              (b)

            	
              Certifying
                that the Company and the Adviser each have adopted such procedures
                as are
                reasonably necessary to prevent Access Persons from violating the
                Code.

            


    

    


    SECTION
      13

    


    CONFIDENTIALITY

    


    All
      information obtained from any Access Person hereunder shall be kept in strict
      confidence, except that reports of securities transactions hereunder will be
      made available to the SEC or any other regulatory or self-regulatory
      organization only to the extent required by law or regulation. 

    


    SECTION
      14

    


    OTHER
      LAWS, RULES AND STATEMENTS OF POLICY

    


    Nothing
      contained in this Code shall be interpreted as relieving any Access Person
      from
      acting in accordance with the provisions of any applicable law, rule or
      regulation or any other statement of policy or procedure governing the conduct
      of such person adopted by the Company or the Adviser.

     

    SECTION
      15

    


    FURTHER
      INFORMATION

    


    If
      any
      person has any question with regard to the applicability of the provisions
      of
      this Code generally or with regard to any securities transaction or
      transactions, he or she should consult the Compliance Officer. As of the date
      hereof, the Compliance Officer is John H. Homier or such person or persons
      to
      whom he shall delegate such duty from time to time. 

    


    SECTION
      16

    


    CERTIFICATION
      OF ACCESS PERSONS

    


    All
      Access Persons of the Company must submit a certificate (a form of which is
      attached as Schedule E) that they have read and understand this Code and
      recognize that as an Access Person they are subject to the terms of this Code.
      All Access Persons of the Company or the Adviser shall agree to certify on
      an
      annual basis (a form of which is attached as Schedule F) that they have complied
      with the requirements of this Code and that they have disclosed or reported
      all
      personal securities transactions required to be disclosed or reported pursuant
      to the requirements of this Code.

    Dated:
      July 31, 2008


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      A

    


    NGP
      CAPITAL RESOURCES COMPANY

    NGP
      INVESTMENT ADVISOR, LP

    


    REQUEST
      FOR PERMISSION TO

    ENGAGE
      IN
      PERSONAL SECURITIES TRANSACTION

     

    To
      the
      Clearing Officer:

    


    On
      each
      of the dates proposed below, I hereby request permission to effect a transaction
      in securities as indicated below on behalf of myself, my family (spouse, minor
      children, or adults living in my household), trusts of which I am trustee of
      or
      other accounts in which I have a beneficial ownership interest or legal
      title.

    


    (Use
      approximate dates and amounts of proposed transactions)

    


    
      	
               

               

               

              Name
                of Security

            	
               

            	
               

              Proposed 

              Date of

              Transaction

            	
               

            	
               

              No. of Shares

              or Principal

              Amount

            	
               

            	
               

              Dollar

              Amount of

              Transaction

            	
               

            	
              Nature of 

              Transaction 

              (Purchase, Sale, 

              Other)

            	
               

            	
               

               

              Broker/Dealer 

              or Bank

            	
               

            	
               

               

               

              Share Price

            	
               

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


    

     

    
      	 	 	
              Name:
                ____________________________________________

            
	 	 	 
	 	 	
              Position
                with Company: _______________________________

            
	 	 	 
	
              Date:
                ________________

            	 	
              Signature:
                __________________________________________

            
	 	 	 
	
              Permission
                Granted _____

            	 	
              Permission
                Denied _________

            
	 	 	 
	
              Date:
                ________________

            	 	
              Signature:
                __________________________________________

            
	 	 	
                                
                Clearing Officer

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      B

    


    NGP
      CAPITAL RESOURCES COMPANY

    NPG
      INVESTMENT ADVISOR, LP

    


    INITIAL
      REPORT OF SECURITIES

    


    To
      the
      Compliance Officer:

    


    On
      the
      date indicated, the following are Covered Securities of which I, my family
      (spouse, minor children, or adults living in my household) or trusts of which
      I
      am trustee, possessed direct or indirect “beneficial ownership.” If there were
      no such securities, I have so indicated by typing or printing “NONE.” I certify
      that all my personal securities accounts are listed below. I further certify
      that, other than those securities listed below, I hold no Covered Securities
      in
      which I may be deemed to have beneficial ownership other than in the personal
      securities accounts listed.* 

    


    
      	
               

              Name
                of Security

            	
               

            	
              No. of Shares or

              Principal Amount

            	
               

            	
               

              Broker/Dealer or Bank

            	
               

            	
               

              Account No.

            	
               

            
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


    

    


    This
      report (i) excludes transactions with respect to which I had no direct or
      indirect influence or control, (ii) any other transactions not required to
      be
      reported under the Code and (iii) is not an admission that I have or had any
      direct or indirect beneficial ownership in the securities listed
      above.

    


    
      	
              Date:
                ________________

            	 	
              Signature:
                __________________________________________

            
	 	 	 
	 	 	
              Printed
                Name ________________________________________

            
	 	 	 
	 	 	
              Company:
                __________________________________________

            
	 	 	 
	 	 	
              Position
                with Company:
                ________________________________

            


    

    


    *
      Information may be provided by attaching the most recent monthly statement
      for
      each account, along with confirmations of any transactions effected since the
      date of such statements. Information must be current as of a date no more than
      45 days prior to the date the person becomes and Access Person.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      C

    


    NGP
      CAPITAL RESOURCES COMPANY

    NPG
      INVESTMENT ADVISOR, LP

    


    QUARTERLY
      REPORT OF SECURITIES TRANSACTIONS

    


    To
      the
      Compliance Officer:

    


    I
      certify
      that this report, together with the confirmations and statements for any
      personal securities accounts as to which I have arranged for the Compliance
      Officer to receive duplicate confirmations and statements, identifies all
      transactions, if any, during the calendar quarter which were effected in
      securities of which I, my family (spouse, minor children, or adults living
      in my
      household), or trusts of which I am trustee, participated or acquired or
      disposed of, direct or indirect “beneficial ownership.” If no such transactions
      were effected, I have so indicated by typing or printing “NONE.” Use reverse
      side if additional space is needed.

    


    
      	
               

               

               

              Name of Security

            	
               

            	
               

            	
              
              

              
              

              
              

              Date

            	
               

            	
               

            	
              
              

              No. of Shares

              and Principal

              Amount

            	
               

            	
               

            	
              
              

              Dollar

              Amount of

              Transaction

            	
               

            	
               

            	
              Nature of 

              Transaction 

              (Purchase, 

              Sale, Other)

            	
               

            	
               

            	
              
              

              
              

              
              

              Account

            	
               

            	
               

            	
              
              

              
              

              
              

              Executing Broker

            	
               

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


    

    


    This
      report (i) excludes transactions with respect to which I had no direct or
      indirect influence or control, (ii) any other transactions not required to
      be
      reported under the Code and (iii) is not an admission that I have or had any
      direct or indirect beneficial ownership in the securities listed
      above.

     

    
      	
              Date:
                ________________

            	 	
              Signature:
                __________________________________________

            
	 	 	 
	 	 	
              Printed
                Name: _______________________________________

            
	 	 	 
	 	 	
              Company:
                __________________________________________

            
	 	 	 
	 	 	
              Position
                with Company:
                ________________________________

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      D

    


    NGP
      CAPITAL RESOURCES COMPANY

    NPG
      INVESTMENT ADVISOR, LP

    


    ANNUAL
      REPORT OF SECURITIES

     

    To
      the
      Compliance Officer:

    


    On
      the
      date indicated, the following are Covered Securities of which I, my family
      (spouse, minor children, or adults living in my household) or trusts of which
      I
      am trustee, possessed direct or indirect “beneficial ownership.” If there were
      no such securities, I have so indicated by typing or printing “NONE.” I certify
      that all my personal securities accounts are listed below. I further certify
      that, other than those securities listed below, I hold no Covered Securities
      in
      which I may be deemed to have beneficial ownership other than in the personal
      securities accounts listed.* 

    


    
      	
               

              Name
                of Security

            	
               

            	
              No. of Shares or

              Principal Amount

            	
               

            	
              Broker/Dealer or Bank

            	
               

            	
               

              Account No.

            	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


    

    


    This
      report (i) excludes transactions with respect to which I had no direct or
      indirect influence or control, (ii) any other transactions not required to
      be
      reported under the Code and (iii) is not an admission that I have or had any
      direct or indirect beneficial ownership in the securities listed
      above.

     

    
      	
              Date:
                ________________

            	 	
              Signature:
                __________________________________________

            
	 	 	 
	 	 	
              Printed
                Name: _______________________________________

            
	 	 	 
	 	 	
              Company:
                __________________________________________

            
	 	 	 
	 	 	
              Position
                with Company:
                ________________________________

            


    

     

    *
      Information may be provided by attaching the most recent monthly statement
      for
      each account, along with confirmations of any transactions effected since the
      date of such statements

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      E

    


    CERTIFICATION
      OF COMPLIANCE WITH CODE OF ETHICS

    


    Attention: Compliance
      Officer

    


    I
      certify
      that I have read and understand the Amended and Restated Code of Ethics of
      NGP
      Capital Resources Company and NGP Investment Advisor, LP (the “Code”), a copy of
      which has been provided to me., I recognize that the provisions of the Code
      apply to me and agree to comply in all respects with the procedures described
      therein. 

    


    I
      hereby
      agree to certify on an annual basis that I have complied with the requirements
      of the Code and I have disclosed or reported all personal securities
      transactions required to be disclosed or reported pursuant to the requirements
      of the Code.

     

    
      
        	
                I
                  am a director of the following public and private
                  companies: 

              	 


      

    

     

    
      
        
          	 	 
	 	 
	 	 
	 	 
	 	
                   .

                


        

      

    

     

    IN
      WITNESS WHEREOF, the undersigned has caused this Certification to be executed
      and delivered as of the date hereof.

     

    
      	 ___________________________________________________
	 
	
              Name:
                _______________________________________

            
	 
	
              Title:
                ________________________________________

            


    

     

    Dated: ___________________


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    SCHEDULE
      F

    


    ANNUAL
      CERTIFICATION OF COMPLIANCE WITH CODE OF ETHICS

    


    Attention: Compliance
      Officer

    


    I
      certify
      that I have read and understand the Amended and Restated Code of Ethics of
      NGP
      Capital Resources Company and NGP Investment Advisor, LP (the “Code”), a copy of
      which has been provided to me., I recognize that the provisions of the Code
      apply to me and agree to comply in all respects with the procedures described
      therein. 

    


    I
      certify
      that I have complied in all respects with the requirements of the Code as in
      effect during the past year. I also certify that all transactions during the
      past year that were required to be reported by me pursuant to the Code have
      been
      reported in Quarterly Transaction Reports that I have filed or in confirmations
      and statements for my personal securities accounts that have been sent to
      you.

    


    
      	
              I
                am a director of the following public and private
                companies: 

            	 



    
      	
            	 
	 	 
	 	 
	 	 
	 	
               .

            


    

     

    IN
      WITNESS WHEREOF, the undersigned has caused this Certification to be executed
      and delivered as of the date hereof.

     

    
      
        	 ___________________________________________________
	 
	
                Name:
                  _______________________________________

              
	 
	
                Title:
                  ________________________________________

              


      

    

     

    Dated: ___________________