FEE WAIVER AGREEMENT
EXHIBIT G.2
THIS FEE WAIVER AGREEMENT (the “Agreement”) dated as of May 22, 2009 by Tortoise Capital
Advisors, L.L.C. (the “ Advisor”) and Tortoise Power and Energy Infrastructure Fund, Inc. (the
“Company”).
WHEREAS, the Advisor has entered into an Investment Advisory Agreement, dated May 22, 2009,
with the Company, which will become effective as of the close of the initial public offering of
common shares of the Company, whereby the Advisor provides certain investment advisory services to
the Company;
WHEREAS, the Advisor desires to enter into this Agreement covering the three year period
beginning with the effective date of the Investment Advisory Agreement so that the fee waiver is
considered in conjunction with the consideration of the Company’s Investment Advisory Agreement;
WHEREAS, the Advisor understands and intends that: (i) the Company will rely on this
Agreement in preparing a registration statement on Form N-2 and 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) that the Company is expressly permitted to do the
foregoing; and
WHEREAS, the shareholders of the Company will benefit from the waiver by incurring lower
Company operating expenses than they would absent such waivers.
NOW, THEREFORE, the Advisor agrees to waive (i) 0.15% of its 0.95% investment advisory fee for
the first twelve-month period of such three-year period, thereby reducing the investment advisory
fee to 0.80% of the Company’s average monthly managed assets (as defined in the Investment Advisory
Agreement) for such period; (ii) 0.10% of its 0.95% investment advisory fee for the second
twelve-month period of such three-year period, thereby reducing the investment advisory fee to
0.85% of the Company’s average monthly managed assets for such period; and (iii) 0.05% of its 0.95%
investment advisory fee for the third twelve-month period of such three-year period, thereby
reducing the investment advisory fee to 0.90% of the Company’s average monthly managed assets for
such period.
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/ Xxxxx X. Xxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxx | |||
| Title: | Managing Director | |||
| TORTOISE POWER AND ENERGY INFRASTRUCTURE FUND, INC. |
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| By: | /s/ Xxxxx X. Xxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxx | |||
| Title: | Chief Executive Officer | |||
