0001193125-12-292313 Sample Contracts

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT ENTERED INTO BETWEEN CUSHING MLP FUNDS TRUST AND CUSHING MLP ASSET MANAGEMENT, LP
Investment Management Agreement • July 2nd, 2012 • Cushing Funds Trust • New York

This Amended and Restated Investment Management Agreement (the “Agreement”) is entered into as of April 2, 2012 by and between Cushing MLP Funds Trust (the “Trust”), a statutory trust duly organized and existing under the laws of the State of Delaware, on behalf of each of its series listed on Appendix A hereto (each a “Fund” or collectively “the “Funds”) and Cushing MLP Asset Management, LP, a limited partnership duly organized and existing under the laws of the State of Texas (the “Investment Adviser”).

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Amended and Restated Agreement and Declaration of Trust of Cushing Funds Trust June 4, 2012
Agreement and Declaration of Trust • July 2nd, 2012 • Cushing Funds Trust

This AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST, made at this 4th day of June, 2012 by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as herein after provided.

CUSHING MLP FUNDS TRUST FIRST AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • July 2nd, 2012 • Cushing Funds Trust

THIS FIRST AMENDMENT dated as of the 2nd day of April, 2012, to the Fund Administration Servicing Agreement, dated as of August 30, 2010 (the “Agreement”), is entered into by and between CUSHING MLP FUNDS TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT CUSHING MLP FUNDS TRUST
Distribution Agreement • July 2nd, 2012 • Cushing Funds Trust

THIS FIRST AMENDMENT, dated as of the 2nd day of April, 2012, to the Distribution Agreement dated as of October 1, 2010 (the “Agreement”) is entered into by and between CUSHING MLP FUNDS TRUST, a Delaware statutory trust (the “Trust”) and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor.”)

CUSHING MLP FUNDS TRUST FIRST AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • July 2nd, 2012 • Cushing Funds Trust

THIS FIRST AMENDMENT dated as of the 2nd day of April, 2012, to the Custody Agreement, dated as of August 30, 2010 (the “Agreement”), is entered into by and between CUSHING MLP FUNDS TRUST, a Delaware statutory trust (the “Trust”)and U.S. BANK, N.A., a national banking association (the “Custodian”).

CUSHING MLP FUNDS TRUST FIRST AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • July 2nd, 2012 • Cushing Funds Trust

THIS FIRST AMENDMENT dated as of the 2nd day of April, 2012, to the Transfer Agent Servicing Agreement, dated as of August 30, 2010 (the “Agreement”), is entered into by and between CUSHING MLP FUNDS TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

Cushing MLP Asset Management, LP Dallas, Texas 75225
Temporary Fee Waiver Agreement • July 2nd, 2012 • Cushing Funds Trust • Delaware

This letter agreement (the “Agreement”) confirms the temporary fee waiver by Cushing MLP Asset Management, LP (the “Adviser”) with respect to the advisory fee received in connection with the management of The Cushing Royalty Energy Income Fund (the “Fund”), a series of Cushing MLP Funds Trust (the “Trust”).

CUSHING MLP FUNDS TRUST FIRST AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • July 2nd, 2012 • Cushing Funds Trust

THIS FIRST AMENDMENT dated as of the 2nd day of April, 2012, to the Fund Accounting Servicing Agreement, dated as of August 30, 2010 (the “Agreement”), is entered into by and between CUSHING MLP FUNDS TRUST, a Delaware statutory trust (the “Trust”)and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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