AMENDED ADMINISTRATION
AGREEMENT
This Amended Administration
Agreement (this
“Agreement” ) is made as of December 1,
2010 by and between Tortoise Capital Resources Corporation, a
Maryland corporation (hereinafter referred to as the
“Corporation” ), and Tortoise Capital
Advisors, L.L.C., a Delaware limited liability company (hereinafter
referred to as the “Administrator”
).
PREAMBLE
The Corporation is an externally
managed, non-diversified closed-end management investment company
that intends to elect to be regulated as a business development
company under the Investment Company Act of 1940 (hereinafter
referred to as the “Investment Company
Act” ). The Corporation desires to retain the
Administrator to provide administrative services to the Corporation
in the manner and on the terms hereinafter set forth. The
Administrator is also the Corporation’s investment adviser
pursuant to an Investment Advisory Agreement. The
Administrator is willing to provide administrative services to the
Corporation on the terms and conditions hereafter set
forth.
AGREEMENT
Now, Therefore,
in consideration of the premises and
the covenants hereinafter contained and for other good and valuable
consideration, the receipt and adequacy of which is hereby
acknowledged, the Corporation and the Administrator hereby agree as
set forth below:
1. Duties of the
Administrator.
(a) Employment
of Administrator. The
Corporation hereby employs the Administrator to act as
administrator of the Corporation, and to furnish, or arrange for
others to furnish, the administrative services, personnel and
facilities described below, subject to review by and the overall
control of the Board of Directors of the Corporation, for the
period and on the terms and conditions set forth in this Agreement.
The Administrator hereby accepts such employment and agrees during
such period to render, or arrange for the rendering of, such
services and to assume the obligations herein set forth. The
Administrator and such others shall for all purposes herein be
deemed to be independent contractors and shall, unless otherwise
expressly provided or authorized herein or in a separate written
agreement, have no authority to act for or represent the
Corporation in any way or otherwise be deemed agents of the
Corporation.
(b) Services.
The Administrator shall perform (or
oversee, or arrange for, the performance of) the administrative
services necessary for the operation of the Corporation. Without
limiting the generality of the foregoing, the Administrator shall
provide the Corporation with equipment, clerical, bookkeeping and
record keeping services at such facilities and such other services
as the Administrator, subject to review by the Board of Directors
of the Corporation, shall from time to time determine to be
necessary or useful to perform its obligations under this
Agreement. The Administrator shall also, on behalf of the
Corporation, conduct relations with custodians, depositories,
transfer agents, dividend disbursing agents, stockholder servicing
agents, accountants, attorneys, underwriters, brokers and dealers,
corporate fiduciaries, insurers, banks and such other persons in
any such other capacity deemed to be necessary or desirable. The
Administrator shall make reports to the Corporation’s Board
of Directors of its performance of obligations hereunder and
furnish advice and recommendations with respect to such other
aspects of the business and affairs of the Corporation as it shall
determine to be desirable; provided that nothing herein shall be
construed to require the Administrator to, and the Administrator
shall not, in its capacity as Administrator, provide any advice or
recommendation relating to the securities and other assets that the
Corporation should purchase, retain or sell or any other investment
advisory services to the Corporation. The Administrator shall be
responsible for the financial and other records that the
Corporation is required to maintain and shall prepare reports to
stockholders, and reports and other materials filed with the
Securities and Exchange Commission (the
“SEC” ). In addition, the Administrator
will