exh10_1.htm


    
EXHIBIT
      10.1

    
 

    EXPENSE
      REIMBURSEMENT AND PARTIAL FEE WAIVER AGREEMENT

     

    THIS
      EXPENSE REIMBURSEMENT AND PARTIAL FEE WAIVER AGREEMENT (the “Agreement”), dated
      as of November 30, 2007, is entered into by and between Tortoise Capital
      Resources Corporation (the “Company”), a Maryland corporation, and Tortoise
      Capital Advisors, LLC, a Delaware limited liability company (the
“Adviser”).

     

    WHEREAS,
      the Company is registered under the Investment Company Act of 1940, as amended
      (the “1940 Act”), as a closed-end management company.

     

    WHEREAS,
      the Company and the Adviser have entered into an Investment Advisory Agreement
      (“Advisory Agreement”), pursuant to which the Adviser provides investment
      management and advisory services to the Company for compensation based on the
      value of the average managed assets of the Company.  The defined terms
      used in this Agreement without definition are used herein as defined in the
      Advisory Agreement; and

     

    WHEREAS,
      the Company and the Adviser have determined that it is appropriate and in the
      best interests of the Company for the Adviser to reimburse the Company for
      certain amounts of expenses for a limited period of time.

     

    NOW
      THEREFORE, the parties hereto agree as follows:

     

    1.  EXPENSE
      REIMBURSEMENT.

     

    The
      Adviser shall reimburse the Company for certain expenses incurred by the Company
      beginning September 1, 2007 and ending December 31, 2008.  For such
      time period, the Adviser shall reimburse the Company quarterly for expenses
      incurred by the Company in an amount equal to an annual rate of 0.25% of the
      Company’s average monthly Managed Assets for such quarter.

     

    To
      effect
      the expense reimbursement contemplated by this Agreement, the Company shall
      offset the desired amount of any such reimbursement against the investment
      advisory fee payable for such quarter pursuant to the Advisory
      Agreement.

     

    2.  LIMITED
      CAPITAL GAINS FEE WAIVER.

     

    The
      Company anticipates investing in portfolio companies that make scheduled
      periodic distributions to its investors.  Those scheduled periodic
      distributions are made possible by the normally recurring cash flow from the
      operations of the portfolio company (“Expected Distributions”), but a portion of
      those Expected Distributions may be characterized by the Company as a return
      of
      capital for book purposes.  The Adviser hereby waives its right to
      receive the Capital Gains Incentive Fee to the extent, and only to the extent,
      such fee would be due as to that portion of any Expected Distribution that
      is
      characterized by the Company as a return of capital for book
      purposes.  This waiver shall not apply to any portion of any
      distribution from a portfolio company that is not an Expected
      Distribution.  This waiver shall remain in effect for so long as the
      Advisory Agreement remains in effect.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    3.  MISCELLANEOUS.

     

    3.1  Captions.  The
      captions in this Agreement are included for convenience of reference only and
      in
      no other way define or delineate any of the provisions hereof or otherwise
      affect their construction or effect.

     

    3.2  Interpretation.  Nothing
      herein contained shall be deemed to require the Company to take any action
      contrary to the Company’s governing documents, or any applicable statutory or
      regulatory requirement to which it is subject or by which it is bound, or to
      relieve or deprive the Company’s Board of Directors of its responsibility for
      and control of the conduct of the affairs of the Company.

     

    3.3  Amendments.  This
      Agreement may be amended only by a written agreement signed by each of the
      parties hereto.

     

     

    [SIGNATURE
      PAGE FOLLOWS]

     


    
      
              

                        
    

         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be signed by their
      respective officers thereunto duly authorized as of the day and year first
      above
      written.

     

    
      	 	
              TORTOISE
                CAPITAL RESOURCES CORPORATION

               

               

              By: _________________________________________                                                               

              Name:  Edward
                Russell

              Title:    President

            
	 	
               

               

               

              TORTOISE
                CAPITAL ADVISORS, LLC

               

               

              By: _________________________________________                                                               

              Name:  Terry
                Matlack

              Title:    Managing
                Director