CorEnergy Infrastructure Trust (CORR) 10-Q 2017 Q1 Quarterly report

Exhibit 10.2.8

March 31, 2017

CorEnergy Infrastructure Trust, Inc.

1100 Walnut Street, Suite 3350

Kansas City, Missouri 64106

Re:    Incentive Fee Under Management Agreement for CorEnergy Infrastructure Trust, Inc.

Ladies and Gentlemen:

Reference is made to that certain Management Agreement, dated as of May 8, 2015 and effective as of May 1, 2015, by and between CorEnergy Infrastructure Trust, Inc., a Maryland corporation (the “Company”), and Corridor InfraTrust Management, LLC, a Delaware limited liability company (“Manager”) (as such agreement has been, and may be further, amended, restated, supplemented or otherwise modified from time to time, the “Management Agreement”). Capitalized terms used and not defined herein are used as defined in the Management Agreement. The Company and the Manager have entered into this Letter Agreement to waive a portion of the Incentive Fee set forth in Section 8(b) of the Management Agreement applicable to the dividend paid during the calendar quarter ending March 31, 2017. This letter in no way supersedes our May 9, 2016 letter agreement (effective March 31, 2016) concerning the Management Fee calculation.

This letter documents that the Manager has recommended, and the Company has agreed, that the Manager shall only be paid an Incentive Fee of $139,547 as a result of the dividend paid during the Company’s March 31, 2017 calendar quarter. This agreed upon incentive fee payment constitutes a waiver by the Manager of $9,031 of the Incentive Fee that would otherwise be due to the Manager from the Company.

The foregoing waiver shall not apply to any prior or future periods, although the Manager reserves the right to waive in the future any Incentive Fee payment to which it may be entitled for one or more future fiscal quarters of the Company.

The Company and the Manager mutually acknowledge and agree that this modification to the Incentive Fee payment right represents a discretionary action on the part of the Manager that is not required under the terms of the Management Agreement and that, except as specifically set forth herein, and as modified in our prior May 9, 2016 letter agreement concerning the Management Fee calculation, all provisions of the Management Agreement shall remain in full force and effect and shall not be affected by this letter.

Exhibit 10.2.8

	Very truly yours,
	CORRIDOR INFRATRUST MANAGEMENT, LLC
	By: /s/ Richard C. Green, Jr.
	Name: Richard C. Green, Jr., Managing Director
Agreed and accepted:
CORENERGY INFRASTRUCTURE TRUST, INC.
By: /s/ David J. Schulte
Name: David J. Schulte, President