Pathway Energy Infrastructure Management, LLCPathway Energy Infrastructure Fund, Inc. • October 21st, 2015 • New York
This letter is being delivered to you with respect to the Investment Advisory Agreement (the “Advisory Agreement”) to which Pathway Energy Infrastructure Fund, Inc. (the “Company”) and Pathway Energy Infrastructure Management, LLC (the “Adviser”) are parties. Pursuant to Section 2 of the Advisory Agreement, the Adviser is entitled to receive reimbursement from the Company of organization and offering expenses it has paid on behalf of the Company in an amount of up to 5.0% of the aggregate gross proceeds of the offering of the Company’s securities until all of the organization and offering expenses incurred and/or paid by the Adviser have been recovered. Pursuant to this letter, the Adviser hereby agrees to accept henceforth a maximum of 2.0% of the aggregate gross proceeds of the offering of the Company’s securities until all of the organization and offering expenses incurred and/or paid by the Adviser have been recovered.
