FEE WAIVER AGREEMENT
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 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, and expressly permits the Company to do so; 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:
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/s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | |||
| Title: Managing Director | |||
| TORTOISE POWER AND ENERGY INFRASTRUCTURE FUND, INC. | |||
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By:
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/s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | |||
| Title: Chief Executive Officer | |||
