FEE WAIVER AGREEMENT
Exhibit g.3
THIS FEE WAIVER AGREEMENT (the “Agreement”) dated as of January 19, 2011, is by and
between Tortoise Capital Advisors, L.L.C. (the “Advisor”) and Tortoise Energy
Infrastructure Corporation (the “Company”).
WHEREAS, the Advisor and the Company have entered into an Investment Advisory Agreement, dated
September 15, 2009 (the “Advisory Agreement”), whereby the Advisor provides certain
investment advisory services to the Company;
WHEREAS, the Advisor desires to enter into this Agreement to waive certain fees due to the
Advisor under the Advisory Agreement in connection with the offering by the Company of shares of
its common stock in a registered direct offering pursuant to the terms of a Purchase Agreement
dated January 19, 2011 (the “Offering”);
WHEREAS, the Advisor understands and intends that: (i) the Company will rely on this
Agreement in accruing the expenses of the Company for purposes of calculating net asset value and
for other purposes; (ii) only the Company may terminate this Agreement; and (iii) the Company is
expressly permitted to do the foregoing; and
WHEREAS, the shareholders of the Company will benefit from the waiver set forth in this
Agreement by incurring lower Company operating expenses than they would absent such waiver.
NOW, THEREFORE, the Advisor agrees to waive, through July 19, 2011, all of it its fees due
under the Advisory Agreement related to the net proceeds received by the Company from the Offering.
IN WITNESS WHEREOF, the Advisor and the Company have agreed to this Fee Waiver Agreement as of
the day and year first above written.
| TORTOISE CAPITAL ADVISORS, L.L.C. |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Managing Director | |||
| TORTOISE ENERGY INFRASTRUCTURE CORPORATION |
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| By: | /s/ Xxxxxxx X. Xxxxx | |||
| Name: | Xxxxxxx X. Xxxxx | |||
| Title: | Senior Vice President | |||
