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Executives

Pam Kearney – Director, Investor Relations

David J. Schulte – Chief Executive Officer, Tortoise Capital Resources Corp.

Edward Russell – President, Tortoise Capital Resources Corp.

Connie J. Savage – Controller

Jeff Fulmer – Senior Investment Analyst & Energy Portfolio Advisor

Analysts

Unidentified Analyst

Unidentified Analyst

Tortoise Capital Resources Corp. (TTO) F3Q08 Earnings Call October 9, 2008 5:00 PM ET

Operator

Welcome to the third quarter TTO earnings conference call. (Operator Instructions) This conference is being recorded Thursday, October 9, 2008. I would now like to turn the conference over to Pam Kearney.

Pam Kearney

I’m joined today by Dave Schulte, CEO of Tortoise Capital Resources; Ed Russell, President of Tortoise Capital Resources; Connie Savage, Controller; and Jeff Fulmer, Senior Investment Analyst and Energy Portfolio Advisor. An archive of today’s webcast will be available on our website and an audio replay of our conference call. Replay information is included in our press release and posted on our website at www.TortoiseAdvisors.com.

Statements made during this presentation are not purely historical and are forward-looking statements regarding TTO or management’s intentions, estimates, projections, assumptions, beliefs, expectations and strategies for the future. Forward-looking statements are intended to be subject to the Safe Harbor protection under available under Securities laws.

Because these statements may deal with future events they are subject to various risks and uncertainties and actual outcomes and results might differ materially from those projected in the forward-looking statements. Important factors that could cause actual results to differ in the forward-looking statements are discussed in our filings with the SEC and our 10-Q which we filed today and our annual report filed on Form 10-K. These can be accessed on our website.

I’ll now turn the call over to Dave, CEO of Tortoise Capital Resources.

David J. Schulte

Thanks everybody for your time this afternoon in this tumultuous market. I just want to provide a few overview comments before I turn it over to Ed to discuss operations. First of all Tortoise Capital Advisors has 32 employees today of which about half are investment professionals focused primarily on the energy infrastructure sector. That sector is broadly represented in the public markets by companies organized as master limited partnerships.

We manage today just over $2.2 billion in not only Tortoise Capital Resources but three other closed end funds and separately managed accounts all focused on this sector. Our team of investment professionals covering the sector supplements and enhances the information content available to the TTO team so we can make quality investment decisions in this sector.

We’ve all been very busy lately as you can imagine but I want to talk first about the fundamental things that have been keeping us busy and that is that in the month of September we’ve been trying to confirm what we believe to be implications of the hurricanes that swept through the Gulf as well as economic factors resulting from the credit crisis.

We believe that our test and the information that we’ve been provided by companies that are publicly traded in this sector is that there is no long term disruption to commercial activity resulting from weather this fall, a testament to the resiliency of companies that operate and organize as master limited partnerships. Although it’s disruptive hurricanes have been dealt with before and the backup and redundancy aspects of operations in the Gulf of Mexico are much more resilient than they used to be.

Secondly the economic slowdown we believe will have potentially a delaying effect on growth but significantly not a disruptive event on MLPs or their equity values. I’m using that as a transition to then talk about what’s going on in this sector. Just yesterday two large MLPs pre-announced that they were going to grow their distributions as a result of their operations in the quarter.

These MLPs represent a significant portion of the energy infrastructure in the United States and their confidence in their business models and in their cash flow streams are reflected by their pre-announcement of dividend growth in the face of adverse market circumstances. Market prices of MLPs seem to be predicting trouble in the sector.

The Wachovia Index year-to-date is down almost 40%. This week alone about 20% of that decline occurred in a very rapid and disrupted market. Dividend yields on companies traded as MLPs range from 9% to 15%. We believe that’s an indication of expectations that there is no growth, in fact potential trouble ahead. Debt markets are not much better as high yields have ranged from 10% to 13% while investment grade companies average 8%.

These factors affect one component of cost of capital and it’s that cost of capital that leads us to evaluate the implications for funding growth of MLPs and of private companies in the long term. These benchmarks set higher hurdle rates for our private market investments. On the other hand we don’t believe that these rates are recognition or reflective of underlying fundamental weakness in the MLP sector and we further comment on that in connection with filings and press releases from our publicly traded closed end funds.

What I want to focus on though is the implications of those disrupted market conditions on the opportunity set for Tortoise Capital Resources. Commentators believe that while large financial market participants such as Lehman Brothers, Wachovia and others are in transition, it will be tough for public equities especially yield oriented equities to find a footing. These disrupted market conditions when tightened credit results in lack of bank availability are traditionally opportune times for those companies that have capital available in the mezzanine or private equity sector to make attractive investments.

Our strategy at Tortoise Capital Resources as a business development company is to invest primarily in private equity securities of micro-cap and small-cap public energy companies that operate these infrastructure assets and to a lesser extent upstream assets in the United States energy sector. We continue to target investments in companies we believe will provide stable and growing distributions to us as a result of fee-based revenues and limited direct commodity price risk.

We believe this investment strategy should allow us to provide our stockholders with a stable and growing distribution. We seek to identify those private companies that we think will make good public market candidates or acquisition targets a long time down the road. I’d like to turn over the call to Ed Russell to discuss how we’ve done so far in our operations for the last quarter.

Edward Russell

Our net assets at August 31 were $119 million or $13.38 per share compared to $121.5 million or $13.69 per share at May 31. As of August 31 the fair value of our investment portfolio excluding short term investments totaled $160.3 million including equity investments of $153.2 million and debt investments of $7.1 million with 63% of those in midstream and downstream investments, 23% in aggregates in coal investments and 14% in upstream investments. The weighted average yield to cost of our investment portfolio again excluding short term investments was 8.8%.

I’d like to review our portfolio and investment activity and I’ll begin with two recent realization events. On October 1 Millennium sold its partnership interest to Eagle Rock Energy Partners for $181 million in cash and approximately $4 million Eagle Rock unregistered units in exchange for our Millennium partnership interests for which we originally invested $17.5 million and we received $13.7 million in cash and 373,224 Eagle Rock unregistered common units at an aggregate basis of $5 million for total proceeds at close of approximately $18.7 million.

In addition approximately $84,000 in cash and 253,113 units with an aggregate basis of $3.5 million will be held in escrow for 18 months subject to customary closing adjustments. The initial proceeds from the Millennium transaction were used to pay down debt and will be used to fund additional investments.

In July LONESTAR Midstream Partners closed the transaction with Penn Virginia Resource Partners for the sale of its gas gathering and transportation assets. LONESTAR distributed substantially all the initial sales proceeds to its limited partners but did not redeem the partnership interest.

We received a distribution of about $10.5 million in cash and 468,000 newly issued unregistered common units of Penn Virginia Resource Partners, that’s PVR at an aggregate basis of approximately $10.8 million and we received 59,500 unregistered common units of Penn Virginia GP Holding, PVG, at an aggregate basis of approximately $1.6 million. We expect to receive additional unregistered PVR and PVG units held in escrow which are due to be released to LONESTAR in January and June of 2009 along with cash distributions received on these units retained by the escrow agent subject to the customary closing adjustments.

We also expect a cash distribution from LONESTAR of approximately $1 million payable on December 31, 2009 and two future contingent payments due LONESTAR from which our portion would total approximately $9.6 million payable in cash or common units of PVR. The contingent payments are based on the achievement of specific revenue targets by or before June 30th, 2013 and no payments would be due if the revenue targets are not achieved.

Since these transaction prices were negotiated there have been significant deterioration in the marketplaces of Eagle Rock and PVR and PVG units that we received. Any changes in the value of these units compared to the agreed upon value will be recognized in future periods as unrealized gains or losses. After these transactions our current portfolio is 59% midstream and downstream investments, 27% in aggregates and coal and 14% in upstream investments.

On August 4 we invested an additional $1.5 million of equity in Mowood, LLC. The investment was used for Mowood subsidiary Timberline Energy to complete landfill gassed energy projects in Butler, Nebraska and Hernando, Florida. The Butler facility became operational in September. Construction on the Hernando facility is complete and the facility is expecting to be operating shortly.

With the completion of Butler and Hernando facilities Timberline will operate a high BTU facility, a direct use facility and an electricity generation facility. One of each of these three types of landfill gassed energy projects that are feasible under current technology and we believe that Timberline’s ability to successfully complete each one of these projects will position them as an industry leader and create opportunity for significant expansion.

On September 26 we invested an additional $500,000 in Mowood, LLC in the form of a promissory note. That note has a variable annual interest rate equal to the one month LIBOR plus 375 basis points and will mature on November 29 of this year. Mowood plans to use the proceeds for working capital. Also on August 4 we invested $9.9 million in VantaCore Partners LP in an existing portfolio company focused on the aggregates industry.

VantaCore then repaid our $3.75 million term loan at a 3% premium to PAR value. We reinvested those proceeds from this repayment plus an additional $6.1 million to purchase 508,430 common units and 199 incentive distribution rights of VantaCore. The purchase price was $20 per unit reduced to $19.50 in lieu of a cash distribution on the units for VantaCore’s second quarter.

VantaCore used the proceeds to partially fund its acquisition of Southern Aggregates, a sand and gravel operation located near Baton Rouge, Louisiana. Following the closing of the transaction Southern Aggregates’ operations were disrupted during the week of September by power outages which impacted parts of Louisiana due to Hurricane Gustav. The financial impact of the disruption while not currently known will be reflected in September’s results.

Notwithstanding that we’re excited about this addition to VantaCore’s portfolio. The acquisition is the third by VantaCore and diversifies their earnings base and geographic footprint to include Baton Rouge and Lafayette, Louisiana. We continue to monitor the risk profile of each of our investments and as part of that process we rate each investment on a scale of one to three. I’ll just briefly go through our ratings.

A one is the portfolio company is performing at or above expectations and the trends and risk factors are generally favorable to neutral. A two rating the portfolio company is performing below expectations and the investment risk has increased materially since origination. The portfolio company is generally out of compliance of various covenants, however payments are generally not more than 120 days past due. A three rating implies the portfolio company is performing materially below expectations and the investment risk has substantially increased since origination. Most of all of the covenants are out of compliance and payments are substantially delinquent.

As of August 31, 2008 all of our portfolio companies have a rating of one with the exception of Quest Midstream Partners and High Sierra Energy, LP and High Sierra Energy, GP each of which have a rating of two and I’ll discuss why we have those rated at two. First on Quest as outlined in the previous press release on August 25 of 2008 the Board of Directors of Quest Resources, Quest Energy Partners and Quest Midstream Partners announced the resignation of Jerry Cash as Chairman and CEO of all three entities.

The resignation followed discovery in connection with an inquiry from the Oklahoma Department of Securities a questionable transfer of company funds to an entity controlled by Mr. Cash. Initial reports indicated the amount in question to be around $10 million. The Board of Directors of Quest Midstream were increased to seven and I was named a Director of that company.

Following those announcements the CFO was terminated and the outside auditors resigned. As the investigation continues, as a Board Member, I must limit my comments to publicly released information. However we believe the biggest risk to QMP is the financial strength of QRC and QELP and what effect these events have on the drilling activities of both companies and the future volumes transported by Quest Midstream Partners.

With that I would remind investors about the structural features of this investment such as the preferential return on the sale of the company and the fact that the KPC pipeline asset has been unaffected by QRC’s problems. In regard to High Sierra they are currently renegotiating the terms of their credit facility in the midst of a persuasively tightened credit market.

The affects of this challenging lending environment are further complicated by High Sierra’s exposure to a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Group by SemGroup, L.P. and certain of its North American subsidiaries. High Sierra crude oil and marketing and certain of High Sierra’s other subsidiaries have a material aggregate net exposure to the SemGroup bankruptcy in the form of unsecured trade debt.

According to High Sierra’s management a significant portion of High Sierra’s cash reserves were required to sustain existing lines of credit following the SemGroup bankruptcy. High Sierra therefore elected to distribute additional common units in lieu of cash this quarter. In addition High Sierra’s senior management team voluntarily chose to forego receiving any distributions this quarter on the units they own.

Absent the bad debt write offs resulting from the SemGroup bankruptcy High Sierra has performed well overall versus its budget through July 31 and for the seven month period then ending the company’s EBITDA before bad debt and mark-to-market adjustments had exceeded budget. As for capital resources for TTO as of August 31 the principal balance outstanding on our credit facility was $31.8 million at a rate of 4.24%.

As of yesterday we had an outstanding principal balance of $21.2 million at a rate of 4.29% and $21.8 million of availability based on our bank covenants. Also as we mentioned last quarter we filed our initial Shelf Registration Statement back on April 8th and filed a first amendment on June 19. When the Shelf Registration becomes effective it will provide us with an opportunity to prudently raise capital when market conditions are favorable.

With that I’ll turn it over to Connie Savage for an analysis of our financial results.

Connie J. Savage

As usual I’ll start with DCF or distributable cash flow which we consider the most meaningful measure of our operating performance and distribution paying capacity. Our DCF calculation is disclosed in the MD&A section of our quarterly report along with a reconciliation to our GAAP financials. For those who are not familiar with DCF it is total distributions received from investments including cash distributions, paid in kind distributions and dividends and interest plus total expenses such as operating expenses, leverage costs and current taxes.

Total expenses for DCF does not include deferred income taxes or accrued capital gain incentive fees. This quarter for DCF our total from investments was $3.6 million which consisted of around $2.7 million in market distributions from equity investments; $621,000 of distributions paid in stock; and approximately $273,000 in interest income from debt investments and dividends from short term investments.

Distributions paid in stock were received from High Sierra Energy, LP as a distribution paid in lieu of cash for their second quarter. Our total [inaudible] investment does not include any portion of the distribution received from LONESTAR as Ed previously discussed as this distribution was not a scheduled expected distribution from their normally recurring cash flow from operations.

Cash distributions received from LONESTAR were used to pay down debt and make additional investments in accordance with our investment objectives. Our total from investments also includes a pro forma distribution in the amount of $254,000 based on the reduced purchase price of the [inaudible] we purchased late in the quarter as Ed described earlier.

Total expenses for DCF included approximately $504,000 in base management fees and that’s net of an expense reimbursement from the advisor in the amount of $101,000 and approximately $253,000 in other operating expenses and $396,000 in leverage costs. As I mentioned before for DCF purposes total expenses doesn’t include $139,000 of deferred income tax benefit or the [inaudible] reduction in our accrued capital gains [inaudible] only if there is [inaudible] and only if the calculation defined in the agreement results in an amount due.

Also you might recall the advisor waived its right to receive capital gains incentive fees that were attributable to expected distributions from our portfolio companies that are characterized as return of capital for book purposes. At August 31st this amounted to about $1.8 million on a cumulative basis and capital gains incentive fees for which the advisor voluntarily terminated its right to receive and those are therefore not reflected in our accrued liability.

The resulting distributable cash flow for this quarter was roughly $2.5 million an increase over the prior quarter of about $100,000. This quarter we paid out $2.4 million in distributions to our shareholders or about 95% of our DCF. Now for our GAAP operating results we had a net investment loss for the quarter of approximately $227,000 after the deferred tax benefit of $139,000. We had net unrealized depreciation on investments of approximately $1.5 million during the quarter after a deferred tax benefit of approximately $925,000.

We had realized gains this quarter of $1.4 million after a deferred tax benefit of $845,000. These realized gains are a result of the VantaCore debt redemption and a LOINESTAR distribution Ed described earlier. We estimated the LONESTAR distribution as approximately $20.8 million of return of capital and approximately $2.1 million as realized gain from the sale of the underlying assets. This realized gain is considered in the calculation of the accrued capital gains incentive fees reflected in our current financials.

However this will not be deemed a realization event for purposes of payment of the capital gains incentive fee until such time as the LONESTAR partnership interests are sold or otherwise disposed. Our total net decrease in net assets applicable to common stockholders resulting from operations this quarter was roughly $356,000. Ed also described our most recent realization event, Millennium, which occurred after our quarter end.

We had an original investment in Millennium of $17.5 million and we had a cost basis of $15.1 million after reductions for cash distributions [inaudible] as return of capital. Our total proceeds at closing were approximately $18.7 million and including the escrow amounts we estimate our realized gain for book purposes of approximately $6.7 million next quarter. For purposes of the capital gain incentive fee the realized gain on the initial proceeds will be approximately $1.2 million [inaudible] due as a result of expected cash distributions we receive that were characterized as return of capital for book purposes.

Again the capital gains incentive fee is accrued during the year as a result of increases or decreases in the fair value of the investments and realized gains or losses but is only paid annually if there are realization events and if the calculation defined in the agreement results in an amount due.

That summarizes our DCF and GAAP operating results for the quarter so I’ll turn the call back to Ed.

Edward Russell

In August we announced the third quarter distribution of $0.265 per share compared to $.02625 for the previous quarter. This is our fifth consecutive distribution increase since the IPO and represents an annualized yield of 14.5% based on yesterday’s closing price. We continue to see strong fundamental results from our portfolio companies. During the third quarter Abraxas, Millennium and Mowood increased their distribution as well as all of the public companies in our portfolio.

As we do each quarter to provide our investors with additional insight into our portfolio we highlight one private company. This quarter we will review International Resource Partners, L.P. and here to discuss our investment in IRP is our Senior Investment Analyst, Jeff Fulmer.

Jeff Fulmer

International Resource Partners, L.P. which I will refer to as IRP or the company is a privately held partnership that was formed in 2007 to acquire International Resources, Inc. an independent coal producer established in 1966 and headquartered in Gilbert, West Virginia. Today IRP controls and estimated 38 million tons of coal reserves in Mingo and Logan Counties, West Virginia with about 20 million tons of those reserves under active production.

Unlike many independent producers IRP controls assets all along the coal value chain from mining to prep to sales and marketing. Lightfoot Capital Partners formed IRP under its private limited partnership structure in 2007 when it raised a total of $80 million from institutional investors to partially fund the initial acquisition. TTO invested $10 million in return for 500,000 Class A common units at an average price of $20 per unit.

Our investment represents approximately 9.3% of the total equity interest and 23.7% of all senior unit interest. Some of the key factors that influenced our decision to invest in IRP include the following. One, an experienced management team with a long history of Central Appalachian coal mining. The company’s management team has an average of 32 years of experience in the coal industry.

Two, an attractive quality mix of coal assets which include metallurgical coal or met coal assets with a 16 year reserve life. Three, a significant percentage of capital owned by management at Lightfoot Capital who controls the general partner is subordinated to our investment. IRP’s management team is led by CEO Gary White, a 35 year veteran of coal industry and the company’s non-union workforce totals approximately 450 employees. As noted earlier IRP controls assets all along the coal value chain.

Operations are conducted across four divisions, surface operations, underground operations, prep facilities and sales and marketing. I will briefly discuss each of these. Surface mining operations are conducted at IRP’s [Chapins] Branch Coal Company and Snap Creek subsidiaries. These subsidiaries which include a CSX rail load out facility produce about 750,000 tons per year of low to medium sulfur steam quality coal. Underground mining operations take place at the company’s Rockhouse Creek Development division.

Rockhouse Creek, which is located in Logan County, is comprised of five underground mines. These underground operations include seven operating mine sections that produce about 1.2 million tons annually of high quality met coal. Coal preparation, which includes separation, washing and blending, is performed at IRP’s Hampton Coal Company prep plant, a modern, well maintained facility located near Gilbert, West Virginia.

The Hampton complex provides multiple separation storage facilities which enable the company to segregate and/or blend coal qualities according to customer specifications. The Hampton facility handles approximately 1.4 million tons per year including about 200,000 tons of third party coal. Then sales and marketing activities, those take place at Logan and [Conal] where L&K, IRP’s marketing arm established in 1912. Ellen Kay is the nation’s oldest sustained coal sales and marketing company.

L&K not only handles the sale of IRP produced coal, but also brokers coal produced by third parties. The company serves both domestic and international markets. Customers include major steel producers and power generators. While challenging mining conditions and a shortage of experienced labor have resulted in production that is below our original expectations IRP’s overall financial performance has been buoyed by a favorable coal pricing environment especially in metallurgical markets.

The company has been able to sell its production in excess of contracted volumes at spot prices that are significantly higher than those that existed at the time of our investment. In addition, L&K’s position in the market combined with the experience of its management team has enabled the company to take advantage of both shorter term market opportunities and long term sales commitments.

Notwithstanding, every challenging operational issues and increasing cost pressures that are common across the coal industries, we continue to be placed with IRP’s overall financial performance and we remain excited about the company’s future growth prospects. With that, I’d like to turn it back over to Ed for his closing remarks.

Edward Russell

With that operator if we could just open it up to questions from everybody.

Question-and-Answer Session

Operator

The phone lines are interactive so if you have a question, please ask your question.

Unidentified Analyst

Why is it that High Sierra’s valuation was not substantially lowered in computing the book value? And also given that they’re paying in kind rather than in cash, is this not going to have a substantial affect on the next distribution?

Edward Russell

Well, we have a set procedure for how we value these companies using a number of procedures and when we ran through that based on the financial performance of the company which we had said was above budget, we made an adjustment to the valuation. But really the SemGroup issue was what we thought is really a one-time event. That company’s bankruptcy caught the entire market by surprise and we don’t think that High Sierra was doing anything that wouldn’t have been considered prudent by extending them trade credit.

In our analysis that we do and then we also have an independent company confirm that analysis, we believe that the fundamental value of High Sierra is still intact and that they will return to paying cash distributions. We’re still waiting for confirmation by the company. They have expressed that they have the ability to pay the cash distribution next quarter and are just waiting to finish negotiations with their bank.

Unidentified Analyst

So do you have a prediction about the current distribution that’s going to be announced in the future, some guidance?

Edward Russell

Do I have a prediction for TTO?

Unidentified Analyst

Yes, some guidance you might be able to give us on this situation?

Edward Russell

We typically do not provide that kind of information. But, I wouldn’t consider the High Sierra company, whether they would do a [PIC] for another quarter to be having a material effect on TTO. And I definitely believe that any issues regarding this and the bank approval right now to be an event that would not be long lasting.

Unidentified Analyst

You did a nice job out here outlining sort of Mowood and they have the three types of facilities, the high BTU, the direct use and I guess the electric generation. Can you say exactly what a high BTU facility is and a direct facility is?

Edward Russell

Sure. The first facility, high BTU would be capturing the landfill gas and then bringing it up to pipeline quality. That can involve either in some cases just simply cleaning it or mixing it with pure natural gas and then you’re injecting it in to a pipeline say Southern Star. Direct use would be cleaning the gas and putting it in to typically a commercial customer like their boiler.

That would typically involve the process of cleaning it isn’t as strict because you’re putting the gas in to a large commercial boiler and the requirement for it to clean out impurities is not as strict. Then the final one is just putting it in to what is typically used to caterpillar a generator that then produces electricity.

Unidentified Analyst

Then do you guys have any more projects at Mowood kind of lined up that you would expect to roll in over the next six months?

Edward Russell

Yes we do and we’ll be analyzing those here shortly.

Unidentified Analyst

When you talk about the credit terms out there, how are things changing out there given the tighter credit market?

Edward Russell

Well, I guess a couple of ways, one because of high profile things like the SemGroup, I think banks are now digging in very closely to assess any commodity risk that any company might have and making them kind of go back and prove that they don’t take positions outside their normal trading to protect against commodity changes.

They’re more sensitive to people taking bets on commodities that are outside their normal business. Then, I think that some of the banks are just generally looking to pull back or maybe not extend credit. Particular banks, bank groups where the lead bank may be interested in expanding credit but the other groups participating in the syndicate are less likely to do that.

But overall, if you look at it, I think that because of the quality of the earnings in these companies in our industry and particularly the ones in our portfolio, I think that banks are still interested to lending to companies that have good cash flow and have established steady businesses. We get your concern and we’re watching it closely. But, we still think they’ll be there for us.

Unidentified Analyst

Last question for you real quick, on deal flow in general given sort of the tumultuous markets, is it increasing the ideas that are coming to you or that you’re seeing or would you say that’s slowing down?

Edward Russell

No, it’s slowed down right now. Our portfolio companies are still active and looking at things and I think they’ll help bridge this gap of uncertainty right now but I think what’s going to happen is with the volatility in the market as it is right now it’s kind of high for us to peg where we think we should price these privates relative to their public peers.

But, that will play out I think over the next few months and then at that point I think as you see the cost of capital increasing for these publicly traded MLPs that private investments will kind of bridge the gap to what we think are really critical investments in the energy infrastructure of our country. I think it’s just going to take a little time for that to play out.

Operator

I don’t believe we have any additional questions.

Edward Russell

Thanks everyone for dialing in today.

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Source: Tortoise Capital Resources F3Q08 (Qtr End 08/31/2008) Earnings Call Transcript
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