SteelPath MLP Funds Trust Sample Contracts

DISTRIBUTION AND SERVICE PLAN AND AGREEMENT With OppenheimerFunds Distributor, Inc. For Class C Shares of Oppenheimer SteelPath MLP Income Fund, a series of The SteelPath MLP Funds Trust
Distribution Agreement • March 27th, 2013 • SteelPath MLP Funds Trust

This Distribution and Service Plan and Agreement (the "Plan") is dated as of the 3rd day of December, 2012, by and between Oppenheimer SteelPath MLP Income Fund, a series of The SteelPath MLP Funds Trust (the "Fund") and OppenheimerFunds Distributor, Inc. (the "Distributor").

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AGREEMENT AND DECLARATION OF TRUST OF OPPENHEIMER STEELPATH MLP FUNDS TRUST
Trust Agreement • March 27th, 2013 • SteelPath MLP Funds Trust • Delaware

THIS AGREEMENT AND DECLARATION OF TRUST is made as of December 3, 2012 for the purpose of forming a Delaware statutory trust in accordance with the provisions hereinafter set forth.

GENERAL DISTRIBUTOR’S AGREEMENT BETWEEN THE STEELPATH MLP FUNDS TRUST AND OPPENHEIMERFUNDS DISTRIBUTOR, INC.
General Distributor’s Agreement • March 27th, 2013 • SteelPath MLP Funds Trust

The SteelPath MLP Funds Trust, a Delaware statutory trust (the “Fund”), is registered as an investment company under the Investment Company Act of 1940 (the “1940 Act”), consisting of one or more series as described on Schedule A hereto (each, a “Series”) and an indefinite number of one or more classes of its shares of beneficial interest for each Series (“Shares”) have been registered under the Securities Act of 1933 (the “1933 Act”) to be offered for sale to the public in a continuous public offering in accordance with the terms and conditions set forth in the Prospectus and Statement of Additional Information (“SAI”) included in the Fund’s Registration Statement as it may be amended from time to time (the “current Prospectus and/or SAI”).

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF OPPENHEIMER STEELPATH MLP FUNDS TRUST
Agreement and Declaration of Trust • June 27th, 2013 • Oppenheimer SteelPath MLP Funds Trust • Delaware
TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • December 29th, 2011 • SteelPath MLP Funds Trust • Wisconsin

THIS AMENDED AND RESTATED TRANSFER AGENCY AGREEMENT is made as of this 27th day of December, 2011, by and between The SteelPath MLP Funds Trust, a Delaware statutory trust (f/k/a The Alerian MLP Funds Trust) (the “Trust”), and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (“UMBFS”).

ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
Administration and Fund Accounting Agreement • December 29th, 2011 • SteelPath MLP Funds Trust • Wisconsin

THIS AMENDED AND RESTATED AGREEMENT is made as of this day of December 27, 2011, by and between The SteelPath MLP Funds Trust, a Delaware statutory trust (f/k/a The Alerian MLP Funds Trust) (the “Trust”), and UMB Fund Services, Inc., a Wisconsin corporation (the “Administrator”).

DISTRIBUTION AGREEMENT
Distribution Agreement • December 29th, 2011 • SteelPath MLP Funds Trust • Wisconsin

THIS AMENDED AND RESTATED AGREEMENT is made as of this 27th day of December, 2011, by and between The SteelPath MLP Funds Trust, a Delaware statutory trust (f/k/a The Alerian MLP Funds Trust) (the “Trust”), and UMB Distribution Services, LLC, a Wisconsin limited liability company (the "Distributor").

DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
Distribution Agreement • March 27th, 2013 • SteelPath MLP Funds Trust

This Distribution and Service Plan and Agreement (the "Plan") is dated as of the 3rd day of December, 2012, by and between Oppenheimer SteelPath MLP Income Fund, a series of The SteelPath MLP Funds Trust (the "Fund") and OppenheimerFunds Distributor, Inc. (the "Distributor").

ALERIAN MLP INCOME FUND FORM OF EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
Expense Limitation and Reimbursement Agreement • December 9th, 2009 • Alerian MLP Funds Trust • Delaware

AGREEMENT made the [ ] day of December, 2009 by and between The Alerian MLP Funds Trust (the “Trust”), on behalf of its series known as the Alerian MLP Income Fund (the “Fund”), and Alerian Fund Advisors, LLC (the “Advisor”):

STEELPATH MLP ALPHA FUND FORM OF EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
Expense Limitation and Reimbursement Agreement • March 3rd, 2010 • Alerian MLP Funds Trust • Delaware

AGREEMENT made the [ ] day of February, 2010 by and between The SteelPath MLP Funds Trust (the “Trust”), on behalf of its series known as the SteelPath MLP Alpha Fund (the “Fund”), and SteelPath Fund Advisors, LLC (the “Advisor”):

INBOUND CALL MANAGEMENT AND FULFILLMENT SERVICES AGREEMENT
Inbound Call Management and Fulfillment Services Agreement • December 29th, 2011 • SteelPath MLP Funds Trust • Wisconsin

THIS AMENDED AND RESTATED INBOUND CALL MANAGEMENT AND FULFILLMENT SERVICES AGREEMENT is made as of this 27th day of December, 2011, by and between The SteelPath MLP Funds Trust, a Delaware statutory trust (f/k/a/ The Alerian MLP Funds Trust) (the “Trust”) and UMB Distribution Services, LLC (“UMBDS”).

FORM OF ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
Administration and Fund Accounting Agreement • March 3rd, 2010 • Alerian MLP Funds Trust • Wisconsin

THIS AGREEMENT is made as of this ___ day of ____________, 2010, by and between The SteelPath MLP Funds Trust, a Delaware statutory trust (the “Trust”), and UMB Fund Services, Inc., a Wisconsin corporation (the “Administrator”).

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 3rd, 2010 • Alerian MLP Funds Trust • Delaware

INVESTMENT ADVISORY AGREEMENT made and executed the [ ] day of [ ], 2010, by and between The SteelPath MLP Funds Trust, a Delaware statutory trust (the “Trust”), and SteelPath Fund Advisors, LLC, a Delaware limited liability company (the “Advisor”):

FIDELITY BOND AGREEMENT
Fidelity Bond Agreement • April 17th, 2012 • SteelPath MLP Funds Trust

This Agreement is made this 25th day of January, 2010 by and between the SteelPath MLP Select 40 Fund, the SteelPath MLP Income Fund, and the SteelPath MLP Alpha Fund (the "Funds"), each a series of The SteelPath MLP Funds Trust (the "Trust"). The SteelPath MLP Alpha Plus Fund and SteelPath MLP and Infrastructure Debt Fund were incorporated into this agreement upon formation of the funds.

DISTRIBUTION AND SERVICE PLAN AND AGREEMENT With OppenheimerFunds Distributor, Inc. For Class A Shares of Oppenheimer Steel Path MLP Alpha Plus Fund, a series of The SteelPath MLP Funds Trust
Distribution Agreement • March 27th, 2013 • SteelPath MLP Funds Trust

This Distribution and Service Plan and Agreement (the "Plan") is dated as of the 3rd day of December, 2012, by and between Oppenheimer SteelPath MLP Alpha Plus Fund, a series of The Steel Path MLP Funds Trust (the "Fund") and OppenheimerFunds Distributor, Inc. (the "Distributor").

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 29th, 2011 • SteelPath MLP Funds Trust • Delaware
INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 29th, 2012 • SteelPath MLP Funds Trust • Delaware

INVESTMENT ADVISORY AGREEMENT made and executed as of the 26th day of January 2012, by and between The SteelPath MLP Funds Trust, a Delaware statutory trust (the “Trust”), and SteelPath Fund Advisors, LLC, a Delaware limited liability company (the “Advisor”):

FIDELITY BOND AGREEMENT
Fidelity Bond Agreement • April 5th, 2011 • SteelPath MLP Funds Trust

This Agreement is made this 25th day of January, 2010 by and between the SteelPath MLP Select 40 Fund, the SteelPath MLP Income Fund, and the SteelPath MLP Alpha Fund (the "Funds"), each a series of The SteelPath MLP Funds Trust (the "Trust").

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • March 29th, 2012 • SteelPath MLP Funds Trust • Delaware
EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • March 28th, 2017 • Oppenheimer SteelPath MLP Funds Trust • Delaware
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EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • June 27th, 2013 • Oppenheimer SteelPath MLP Funds Trust • Delaware
EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • March 26th, 2015 • Oppenheimer SteelPath MLP Funds Trust • Delaware
INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 27th, 2013 • SteelPath MLP Funds Trust

AGREEMENT made as of the 3rd day of December, 2012, by and between The SteelPath MLP Funds Trust (the “Trust”), and OFI SteelPath, Inc. (the “Adviser”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • March 24th, 2016 • Oppenheimer SteelPath MLP Funds Trust • Delaware
EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • March 27th, 2013 • SteelPath MLP Funds Trust • Delaware
January 27, 2010 Board of Trustees The Alerian MLP Funds Trust
Initial Seed Capital Subscription Agreement • January 27th, 2010 • Alerian MLP Funds Trust
FIDELITY BOND AGREEMENT
Fidelity Bond Agreement • December 8th, 2010 • SteelPath MLP Funds Trust

This Agreement is made this 25th day of January, 2010 by and between the SteelPath MLP Select 40 Fund, the SteelPath MLP Income Fund, and the SteelPath MLP Alpha Fund (the "Funds"), each a series of The SteelPath MLP Funds Trust (the "Trust").

March 2, 2010 Board of Trustees The SteelPath MLP Funds Trust
Initial Seed Capital Subscription Agreement • March 3rd, 2010 • Alerian MLP Funds Trust
INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 9th, 2011 • SteelPath MLP Funds Trust • Delaware

INVESTMENT ADVISORY AGREEMENT made and executed the 3rd day of March, 2010, and amended April 27, 2011, by and between The SteelPath MLP Funds Trust, a Delaware statutory trust (the “Trust”), and SteelPath Fund Advisors, LLC, a Delaware limited liability company (the “Advisor”):

FIDELITY BOND AGREEMENT
Fidelity Bond Agreement • November 22nd, 2010 • SteelPath MLP Funds Trust

This Agreement is made this 25th day of January, 2010 by and between the SteelPath MLP Select 40 Fund, the SteelPath MLP Income Fund, and the SteelPath MLP Alpha Fund (the "Funds"), each a series of The SteelPath MLP Funds Trust (the "Trust").

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