tto10qdivreinv.htm


    
Exhibit
      4.1

     

    
 

     

    TORTOISE
      CAPITAL RESOURCES CORPORATION

    TERMS
      AND CONDITIONS OF THE DIVIDEND REINVESTMENT PLAN

     

     

    


                    Registered
      holders (“Common Shareholders”) of common shares (the “Common Shares”) of
      Tortoise Capital Resources Corporation (the “Company”) whose Common Shares are
      registered with us or with a brokerage firm that participates in our Dividend
      Reinvestment Plan (the “Plan”) and has coded such holder’s account dividend
      reinvestment will automatically be enrolled (the “Participants”) in the Plan and
      are advised as follows:

    


                    1. THE
      PLAN AGENT. Computershare Trust Company, Inc. (the “Agent”) will act as agent
      for each Participant. The Agent will open an account for each Participant under
      the Plan in the same name in which his or her outstanding Common Shares are
      registered.

    


                    2. CASH
      OPTION. Pursuant to the Company’s Plan, unless a holder of Common Shares
      otherwise elects, all distributions, including dividends, capital gains, or
      return of capital will be automatically reinvested by the Agent in additional
      Common Shares of the Company. Common Shareholders who elect not to participate
      in the Plan will receive all distributions in cash paid by check mailed directly
      to the shareholder of record (or, if the shares are held in street or other
      nominee name then to such nominee) by the Agent, as dividend paying agent.
      Such
      Participants may elect not to participate in the Plan and to receive all
      distributions of dividends and capital gains in cash by sending written
      instructions to the Agent, as dividend paying agent, at the address set forth
      below. Please note that the Plan administrator may use an affiliated broker
      for
      trading activity, relative to the Plan on behalf of Plan
      participants.

     

                    3. SHARE
      ISSUANCES.  The Company intends to use primarily newly-issued Common
      Shares to implement the Plan, whether its shares are trading at a premium or
      at
      a discount to net asset value.  However, the Company reserves the
      right to instruct the Agent to purchase shares in the open-market in connection
      with its obligations under the Plan.  The number of shares to be
      issued to a stockholder shall be determined by dividing the total dollar amount
      of the distribution payable to such stockholder by the market price per share
      of
      the Company’s common stock at the close of regular trading on the New York Stock
      Exchange (“NYSE”) on the distribution payment date.  Market price per
      share on that date shall be the closing price for such shares on the NYSE or,
      if
      no sale is reported for such day, at the average of their reported bid and
      asked
      prices.  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.  Open-market purchases may
      be made on any securities exchange where Common Shares are traded, in the
      over-the-counter market or in negotiated transactions, and may be on such terms
      as to price, delivery and otherwise as the Agent shall determine. Each
      Participant’s uninvested funds held by the Agent will not bear interest. The
      Agent shall have no liability in connection with any inability to purchase
      Common Shares within the time provided, or with the timing of any purchases
      effected. The Agent shall have no responsibility for the value of Common Shares
      acquired. The Agent may commingle Participants’ funds to be used for open-market
      purchases of Company shares.

     

                    4. 
      TAXATION. The automatic reinvestment of distributions does not relieve
      Participants of any federal, state or local taxes which may be payable (or
      required to be withheld on distributions). Participants will receive tax
      information annually for their personal records and to help them prepare their
      federal income tax return. For further information as to tax consequences of
      participation in the Plan, Participants should consult with their own tax
      advisors.

    


                    5. LIABILITY
      OF AGENT. The Agent shall at all times act in good faith and agree to use its
      best efforts within reasonable limits to ensure the accuracy of all services
      performed under this Agreement and to comply with applicable law, but assumes
      no
      responsibility and shall not be liable for loss or damage due to errors unless
      such error is caused by the Agent’s negligence, bad faith, or willful misconduct
      or that of its employees.

    


                   6. RECORDKEEPING.
      The Agent may hold each Participant’s Common Shares acquired pursuant to the
      Plan together with the Common Shares of other Common Shareholders of the Company
      acquired pursuant to the Plan in non-certificated form in the Agent’s name or
      that of the Agent’s nominee. Each Participant will be sent a confirmation by the
      Agent of each acquisition made for his or her account as soon as practicable,
      but in no event later than 60 days, after the date thereof. Upon a
      Participant’s request, the Agent will deliver to the Participant, without
      charge, a certificate or certificates for the full Common Shares. Although
      each
      Participant may from time to time have an undivided fractional interest in
      a
      Common Share of the Company, no certificates for a fractional share will be
      issued. Similarly, Participants may request to sell a portion of the Common
      Shares held by the Agent in their Plan accounts by calling the Agent, writing
      to
      the Agent, or completing and returning the transaction form attached to each
      Plan statement. The Agent will sell such Common Shares through a broker-dealer
      selected by the Agent within 5 business days of receipt of the request. The
      sale
      price will equal the weighted average price of all Common Shares sold through
      the Plan on the day of the sale, less brokerage commissions. Participants should
      note that the Agent is unable to accept instructions to sell on a specific
      date
      or at a specific price. Any share dividends or split shares distributed by
      the
      Company on Common Shares held by the Agent for Participants will be credited
      to
      their accounts. In the event that the Company makes available to its Common
      Shareholders rights to purchase additional Common Shares, the Common Shares
      held
      for each Participant under the Plan will be added to other Common Shares held
      by
      the Participant in calculating the number of rights to be issued to each
      Participant.

    


                    7. PROXY
      MATERIALS. The Agent will forward to each Participant any proxy solicitation
      material. The Agent will vote any Common Shares held for a Participant first
      in
      accordance with the instructions set forth on proxies returned by such
      Participant to the Company, and then with respect to any proxies not returned
      by
      such Participant to the Company, in the same proportion as the Agent votes
      the
      proxies returned by the Participants to the Company.

    


                    8. FEES.
      The Agent’s service fee for handling distributions will be paid by the Company.
      Each Participant will be charged his or her pro rata share of brokerage
      commissions on all open-market purchases. If a Participant elects to have the
      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 transaction fee.

    


                    9. TERMINATION
      IN THE PLAN. Each registered Participant may terminate his or her account under
      the Plan by notifying the Agent in writing at P.O. Box 43078, Providence, Rhode
      Island 02940-3078, or by calling the Agent at (312-588-4990) or using the
      website: www.computershare.com. Such termination will be effective with respect
      to a particular distribution if the Participant’s notice is received by the
      Agent prior to such distribution record date. The Plan may be terminated by
      the
      Agent or the Company upon notice in writing mailed to each Participant at least
      60 days prior to the effective date of the termination. Upon any
      termination, the Agent will cause a certificate or certificates to be issued
      for
      the full shares held for each Participant under the Plan and cash adjustment
      for
      any fraction of a Common Share at the then current market value of the Common
      Shares to be delivered to him. If preferred, a Participant may request the
      sale
      of all of the Common Shares held by the Agent in his or her Plan account in
      order to terminate participation in the Plan. If any Participant elects in
      advance of such termination to have Agent sell part or all of his shares, Agent
      is authorized to deduct from the proceeds a $15 fee plus the brokerage
      commissions incurred for the transaction. If a Participant has terminated his
      or
      her participation in the Plan but continues to have Common Shares registered
      in
      his or her name, he or she may re-enroll in the Plan at any time by notifying
      the Agent in writing at the address above.

    


                    10. AMENDMENT
      OF THE PLAN. These terms and conditions may be amended by the Agent or the
      Company at any time but, except when necessary or appropriate to comply with
      applicable law or the rules or policies of the Securities and Exchange
      Commission or any other regulatory authority, only by mailing to each
      Participant appropriate written notice at least 30 days prior to the
      effective date thereof. The amendment shall be deemed to be accepted by each
      Participant unless, prior to the effective date thereof, the Agent receives
      notice of the termination of the Participant’s account under the Plan. Any such
      amendment may include an appointment by the Agent of a successor Agent, subject
      to the prior written approval of the successor Agent by the
      Company.

    


                    11. APPLICABLE
      LAW. These terms and conditions shall be governed by the laws of the State
      of
      Delaware.