0000891804-13-000415 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”).

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").

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").

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 27th, 2013 • SteelPath MLP Funds Trust • Delaware
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