STEELPATH MLP INCOME FUND FORM OF EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
Exhibit
28(h)(5)
STEELPATH
MLP INCOME FUND
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 Income Fund
(the “Fund”), and SteelPath Fund Advisors, LLC (the “Advisor”):
W I T N E S S E T H:
WHEREAS,
the Trust is registered as such under the Investment Company Act of 1940 (the
“1940 Act”); as an open-end, management investment company; and
WHEREAS,
the Advisor is registered as an investment advisor under the Investment Advisors
Act of 1940, and has been retained by the Trust to serve as the investment
advisor of the Fund;
NOW,
THEREFORE, the parties hereto agree as follows:
1.
The Advisor agrees, to pay, waive or absorb ordinary Operating Expenses
and Organizational Expenses of the Fund pursuant to this Agreement (including
any fees or expense reimbursements payable to the Advisor or any affiliate of
the Advisor pursuant to this Agreement or any other agreement) as may be
necessary to maintain the annual rate of Operating Expenses of the Fund,
excluding the investment advisory fee payable to the Advisor and any 12b-1 fees,
at 0.15% of the Fund’s average daily net assets (the “Expense
Limitation”). For purposes of this Agreement, Operating Expenses means the
ordinary operating expenses of the Fund excluding interest expense, brokerage
commissions, taxes, acquired fund fees and expenses, and extraordinary expenses
of the Fund. For
purposes of this Agreement, Organizational Expenses includes legal fees, fees
related to the creation and organization of the Trust, preparation of the
prospectus and Statement of Additional Information, preparation of contracts
with service providers, financial printer fees, registration fees and other such
organizational expenses.
2.
The Trust, on behalf of the Fund, agrees to carry forward for a period
not to exceed three (3) years from the date such expense is paid, waived or
absorbed by the Advisor, and to reimburse the Advisor out of assets belonging to
the Fund for, any Operating Expenses and Organizational Expenses of the Fund in
excess of the Expense Limitation that are paid or assumed by the Advisor
pursuant to this Agreement. Such reimbursement will be made as promptly as
possible, and to the maximum extent permissible, without causing Operating
Expenses and Organizational Expenses of the Fund for any year to exceed the
Expense Limitation.
3.
This Agreement shall become effective on the date hereof and shall remain
in effect until February 1, 2012; provided, however, that the Advisor and
the Trust may continue the effectiveness of this Agreement for such additional
period or periods as may be agreed to by the Advisor and the Trust.
However, this Agreement shall also terminate automatically in the event that
neither the Advisor nor any affiliate of the Advisor continues to serve as
investment advisor of the Fund. Upon the termination of this Agreement,
the Fund shall have no further obligation to reimburse the Advisor for any
amounts pursuant to the provisions of paragraph 2 of this Agreement which have
not been reimbursed on or before the date of termination of
this
Agreement,
except that the Fund shall be obligated to reimburse, and shall promptly make
reimbursement of, the full amount of all such expenses that remain subject to
reimbursement and have not been reimbursed as of the date of termination of this
Agreement in the event that this Agreement terminates due to the failure of the
Trust to approve or renew an investment advisory agreement with the Advisor or
an affiliate of the Advisor.
4.
This Agreement shall be construed in accordance with the laws of the
state of Delaware and the applicable provisions of the 1940 Act. To the
extent the applicable law of the State of Delaware, or any of the provisions
herein, conflict with the applicable provisions of the 1940 Act, the latter
shall control.
5.
The Amended and Restated Declaration of Trust of the Trust states and
notice is hereby given that this Agreement is not executed on behalf of the
Trustees of the Trust as individuals, and the obligations of the Trust under
this Agreement are not binding upon any of the Trustees, officers or
shareholders of the Trust individually, but are binding only upon the assets and
property of the Fund.
6.
This Agreement constitutes the entire agreement between the parties
hereto with respect to the matters described herein.
IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
on the day and year first above written.
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THE
STEELPATH MLP FUNDS TRUST
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By:
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Duke
X. Xxxxx
Chairman of the Board of Trustees
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STEELPATH FUND
ADVISORS, LLC
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By:
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Xxxxxxx
Xxxxxxx, President
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