SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

QEP Midstream Partners, LP

(Name of Issuer)

Common Units

(Title of Class of Securities)

74735R115

(CUSIP Number)

Charles S. Parrish

Tesoro Corporation

19100 Ridgewood Parkway

San Antonio, Texas 78259-1828

(210) 626-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 2, 2014

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

1

CUSIP No: 74735R115
1	NAMES OF REPORTING PERSONS. Tesoro Corporation I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). 27-4151603
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 01
		8	SHARED VOTING POWER 30,406,7501
		9	SOLE DISPOSITIVE POWER 01
		10	SHARED DISPOSITIVE POWER 30,406,7501
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,406,7501
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.9%2
14	TYPE OF REPORTING PERSON CO

1. Includes 3,701,750 common units representing limited partner interests (“Common Units”) and 26,705,000 subordinated units representing limited partner interests (“Subordinated Units”) in QEP Midstream Partners LP (the “Issuer”) held directly by QEP Field Services, LLC (“QEPFS LLC”), a wholly owned subsidiary of Tesoro Logistics LP (“TLLP”). The Subordinated Units may be converted into Common Units on a one-for-one basis upon the expiration of the Subordination Period, which is defined in the Issuer’s First Amended and Restated Agreement of Limited Partnership, which is incorporated herein by reference. Since the Subordinated Units were acquired in connection with transactions having the effect of changing or influencing the control of the Issuer, such Subordinated Units are considered converted for the purposes of these calculations pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended. The Reporting Person may also be deemed to be the indirect beneficial owner of the general partner interest in the Issuer and incentive distribution rights of the Issuer.

2. Calculation of percentage based on a total of 26,729,240 Common Units and 26,705,000 Subordinated Units for a total of 53,434,240 Common Units and Subordinated Units of the Issuer issued and outstanding as of October 31, 2014.

2

CUSIP No: 74735R115
1	NAMES OF REPORTING PERSONS. Tesoro Refining & Marketing Company LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). 76-0489496
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 01
		8	SHARED VOTING POWER 30,406,7501
		9	SOLE DISPOSITIVE POWER 01
		10	SHARED DISPOSITIVE POWER 30,406,7501
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,406,7501
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.9%2
14	TYPE OF REPORTING PERSON OO – limited liability company

1. Includes 3,701,750 common units representing limited partner interests (“Common Units”) and 26,705,000 subordinated units representing limited partner interests (“Subordinated Units”) in QEP Midstream Partners LP (the “Issuer”) held directly by QEP Field Services, LLC (“QEPFS LLC”), a wholly owned subsidiary of Tesoro Logistics LP (“TLLP”). The Subordinated Units may be converted into Common Units on a one-for-one basis upon the expiration of the Subordination Period, which is defined in the Issuer’s First Amended and Restated Agreement of Limited Partnership, which is incorporated herein by reference. Because the Subordinated Units were acquired in connection with transactions having the effect of changing or influencing the control of the Issuer, such Subordinated Units are considered converted for the purposes of these calculations pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended. The Reporting Person may also be deemed to be the indirect beneficial owner of the general partner interest in the Issuer and incentive distribution rights of the Issuer.

2. Calculation of percentage based on a total of 26,729,240 Common Units and 26,705,000 Subordinated Units for a total of 53,434,240 Common Units and Subordinated Units of the Issuer issued and outstanding as of October 31, 2014.

3

CUSIP No: 74735R115
1	NAMES OF REPORTING PERSONS. Tesoro Alaska Company LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). 74-1646130
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 01
		8	SHARED VOTING POWER 30,406,7501
		9	SOLE DISPOSITIVE POWER 01
		10	SHARED DISPOSITIVE POWER 30,406,7501
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,406,7501
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.9%2
14	TYPE OF REPORTING PERSON OO – limited liability company

1. Includes 3,701,750 common units representing limited partner interests (“Common Units”) and 26,705,000 subordinated units representing limited partner interests (“Subordinated Units”) in QEP Midstream Partners LP (the “Issuer”) held directly by QEP Field Services, LLC (“QEPFS LLC”), a wholly owned subsidiary of Tesoro Logistics LP (“TLLP”). The Subordinated Units may be converted into Common Units on a one-for-one basis upon the expiration of the Subordination Period, which is defined in the Issuer’s First Amended and Restated Agreement of Limited Partnership, which is incorporated herein by reference. Because the Subordinated Units were acquired in connection with transactions having the effect of changing or influencing the control of the Issuer, such Subordinated Units are considered converted for the purposes of these calculations pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended. The Reporting Person may also be deemed to be the indirect beneficial owner of the general partner interest in the Issuer and incentive distribution rights of the Issuer.

2. Calculation of percentage based on a total of 26,729,240 Common Units and 26,705,000 Subordinated Units for a total of 53,434,240 Common Units and Subordinated Units of the Issuer issued and outstanding as of October 31, 2014.

4

CUSIP No: 74735R115
1	NAMES OF REPORTING PERSONS. Tesoro Logistics GP, LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). 27-4151395
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 01
		8	SHARED VOTING POWER 30,406,7501
		9	SOLE DISPOSITIVE POWER 01
		10	SHARED DISPOSITIVE POWER 30,406,7501
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,406,7501
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.9%2
14	TYPE OF REPORTING PERSON OO – limited liability company

1. Includes 3,701,750 common units representing limited partner interests (“Common Units”) and 26,705,000 subordinated units representing limited partner interests (“Subordinated Units”) in QEP Midstream Partners LP (the “Issuer”) held directly by QEP Field Services, LLC (“QEPFS LLC”), a wholly owned subsidiary of Tesoro Logistics LP (“TLLP”). The Subordinated Units may be converted into Common Units on a one-for-one basis upon the expiration of the Subordination Period, which is defined in the Issuer’s First Amended and Restated Agreement of Limited Partnership, which is incorporated herein by reference. Because the Subordinated Units were acquired in connection with transactions having the effect of changing or influencing the control of the Issuer, such Subordinated Units are considered converted for the purposes of these calculations pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended. The Reporting Person may also be deemed to be the indirect beneficial owner of the general partner interest in the Issuer and incentive distribution rights of the Issuer.

2. Calculation of percentage based on a total of 26,729,240 Common Units and 26,705,000 Subordinated Units for a total of 53,434,240 Common Units and Subordinated Units of the Issuer issued and outstanding as of October 31, 2014.

5

CUSIP No: 74735R115
1	NAMES OF REPORTING PERSONS. Tesoro Logistics LP I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). 27-4151603
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 01
		8	SHARED VOTING POWER 30,406,7501
		9	SOLE DISPOSITIVE POWER 01
		10	SHARED DISPOSITIVE POWER 30,406,7501
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,406,7501
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.9%2
14	TYPE OF REPORTING PERSON PN

1. Includes 3,701,750 common units representing limited partner interests (“Common Units”) and 26,705,000 subordinated units representing limited partner interests (“Subordinated Units”) in QEP Midstream Partners LP (the “Issuer”) held directly by QEP Field Services, LLC (“QEPFS LLC”), a wholly owned subsidiary of Tesoro Logistics LP (“TLLP”). The Subordinated Units may be converted into Common Units on a one-for-one basis upon the expiration of the Subordination Period, which is defined in the Issuer’s First Amended and Restated Agreement of Limited Partnership, which is incorporated herein by reference. Because the Subordinated Units were acquired in connection with transactions having the effect of changing or influencing the control of the Issuer, such Subordinated Units are considered converted for the purposes of these calculations pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended. The Reporting Person may also be deemed to be the indirect beneficial owner of the general partner interest in the Issuer and incentive distribution rights of the Issuer.

2. Calculation of percentage based on a total of 26,729,240 Common Units and 26,705,000 Subordinated Units for a total of 53,434,240 Common Units and Subordinated Units of the Issuer issued and outstanding as of October 31, 2014.

6

CUSIP No: 74735R115
1	NAMES OF REPORTING PERSONS. QEP Field Services, LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). 47-1671046
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 01
		8	SHARED VOTING POWER 30,406,7501
		9	SOLE DISPOSITIVE POWER 01
		10	SHARED DISPOSITIVE POWER 30,406,7501
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,406,7501
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.9%2
14	TYPE OF REPORTING PERSON OO – limited liability company

1. Includes 3,701,750 common units representing limited partner interests (“Common Units”) and 26,705,000 subordinated units representing limited partner interests (“Subordinated Units”) in QEP Midstream Partners LP (the “Issuer”) held directly by QEP Field Services, LLC (“QEPFS LLC”), a wholly owned subsidiary of Tesoro Logistics LP (“TLLP”). The Subordinated Units may be converted into Common Units on a one-for-one basis upon the expiration of the Subordination Period, which is defined in the Issuer’s First Amended and Restated Agreement of Limited Partnership, which is incorporated herein by reference. Because the Subordinated Units were acquired in connection with transactions having the effect of changing or influencing the control of the Issuer, such Subordinated Units are considered converted for the purposes of these calculations pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended. The Reporting Person may also be deemed to be the indirect beneficial owner of the general partner interest in the Issuer and incentive distribution rights of the Issuer.

2. Calculation of percentage based on a total of 26,729,240 Common Units and 26,705,000 Subordinated Units for a total of 53,434,240 Common Units and Subordinated Units of the Issuer issued and outstanding as of October 31, 2014.

7

Item 1. Security and Issuer.

This Schedule 13D relates to the common units (the “Common Units”) and subordinated Units (“Subordinated Units,” and together with the Common Units, the “Units”) representing limited partner interests in QEP Midstream Partners, LP, a Delaware limited partnership (“QEPM” or the “Issuer”), which has its principal executive offices at 1050 17th Street, Suite 800, Denver, Colorado 80265.

Item 2. Identity and Background.

This Schedule 13D is being filed by Tesoro Corporation, a Delaware corporation (“Tesoro”), Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“TRMC”), Tesoro Alaska Company LLC, a Delaware limited liability company (“Tesoro Alaska”), Tesoro Logistics GP, LLC, a Delaware limited liability company (the “TLGP”), Tesoro Logistics LP, a Delaware limited partnership (“TLLP”), and QEP Field Services, LLC, a Delaware limited liability company (“QEPFS LLC” and together with Tesoro, TRMC, Tesoro Alaska, TLGP, and TLLP, the “Reporting Persons”). The principal business address and principal office address of each of the Reporting Persons is 19100 Ridgewood Parkway, San Antonio, Texas 78259-1828.

Tesoro is an independent refiner and marketer of petroleum products. TRMC and Tesoro Alaska are both wholly-owned subsidiaries of Tesoro that produce and market refined petroleum products. Tesoro, TRMC and Tesoro Alaska collectively own 100% of TLGP’s membership interests (5%, 94.5% and 0.5% respectively). TLGP serves as the general partner of TLLP.

TLLP is a fee-based, growth-oriented Delaware limited partnership formed by Tesoro to own, operate, develop and acquire logistics assets. TLLP’s logistics assets are integral to the success of Tesoro’s refining and marketing operations and are used to gather crude oil and to distribute, transport and store crude oil and refined products. TLLP owns 100% of QEPFS LLC’s membership interests.

QEPFS LLC owns and operates a portfolio of midstream energy assets and provides crude oil and natural gas gathering, processing, treating and transportation services.

The information required by subparagraphs (a), (b), (c) and (f) of this Item with respect to the directors and executive officers of the Reporting Persons is set forth on Schedule A attached hereto and is incorporated herein by reference.

During the last five years, none of the Reporting Persons nor, to the best of the Reporting Persons’ knowledge, any of the persons identified on Schedule A has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.

During the last five years, none of the Reporting Persons nor, to the best of the Reporting Persons’ knowledge, any of the persons identified on Schedule A was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

8

Item 3. Source and Amount of Funds or Other Consideration.

On October 19, 2014, TLLP entered into the Membership Interest Purchase Agreement, dated October 19, 2014 (the “Purchase Agreement”), with QEP Field Services Company (“QEPFS Company”), a wholly-owned subsidiary of QEP Resources, Inc. (“QEP Resources”). Pursuant to the Purchase Agreement, TLLP agreed to purchase from QEPFS Company 100% of the issued and outstanding membership interests of QEPFS LLC, which was a wholly owned subsidiary of QEPFS Company, for approximately $2.5 billion in cash, including approximately $230.0 million to refinance the Issuer’s debt, subject to customary post-closing adjustments (the “QEP Field Services Acquisition”). The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement filed as Exhibit 1, which exhibit is incorporated by reference in its entirety in this Item 3.

On December 2, 2014, TLLP and QEPFS Company closed the QEP Field Services Acquisition as contemplated by the Purchase Agreement for an aggregate purchase price of approximately $2.5 billion, which includes adjustments for working capital and remains subject to post-closing adjustments.

TLLP funded the purchase price in part with (i) the portion of the net proceeds from the issuance of its 5.50% Senior Notes due 2019 (“2019 Notes”) that was not used for the $243 million repayment of outstanding borrowings under TLLP’s revolving credit facility related to TLLP’s acquisition of three truck terminals, ten storage tanks, two rail loading and unloading facilities on July 1, 2014 and refined products pipeline on September 30, 2014, and (ii) the entire net proceeds from the issuance of its 6.25% Senior Notes due 2022 (“2022 Notes”). The proceeds of the 2022 Notes were initially funded into an escrow account on October 29, 2014 and were released on December 2, 2014, concurrent with the consummation of the Acquisition. The 2019 Notes and the 2022 Notes are described in more detail in TLLP’s Current Report on Form 8-K that was filed with the Securities and Exchange Commission on October 29, 2014. The QEP Field Services Acquisition was also partly funded with net proceeds from TLLP’s offering of common units, which closed in October 2014, and with borrowings under TLLP’s Second Amended and Restated Credit Agreement with Bank of America, N.A., as administrative agent, and a syndicate of banks and financial institutions as lenders (the “Amended and Restated Credit Agreement”), which was entered into on December 2, 2014. The Amended and Restated Credit Agreement increases total revolving loan availability from $575 million to $900 million and permits TLLP to request that the availability be increased up to an aggregate of $1,500 million, subject to receiving increased commitments from the lenders. The Amended and Restated Credit Agreement is guaranteed by certain of TLLP’s subsidiaries (including QEPFS LLC, QEP Midstream Partners GP, LLP (“QEPM GP”), the Issuer and certain of its subsidiaries (collectively, the “QEP Guaranteeing Subsidiaries”)), and it is secured by substantially all of the assets of TLLP and certain of its subsidiaries (including the QEP Guaranteeing Subsidiaries, which executed joinders and supplements to subsidiary guaranty and security agreements (the “Credit Agreement Joinders”) after the closing of the QEP Field Services Acquisition). The Amended and Restated Credit Agreement is scheduled to mature on December 2, 2019.

9

The New Credit Agreement contains customary representations, warranties, covenants (affirmative and negative) and events of default, the occurrence of which would permit the lenders to accelerate the maturity date of amounts borrowed under the Amended and Restated Credit Agreement. The foregoing description of the Amended and Restated Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Credit Agreement filed as Exhibit 2, which exhibit is incorporated by reference in its entirety in this Item 3.

Item 4. Purpose of Transaction.

On October 19, 2014, TLLP entered into the Purchase Agreement with QEPFS Company, a wholly-owned subsidiary of QEP Resources, Inc. (“QEP Resources”). Pursuant to the Purchase Agreement, TLLP agreed to purchase from QEPFS Company (the “QEP Field Services Acquisition”) 100% of the issued and outstanding membership interests of QEPFS LLC, which was a wholly owned subsidiary of QEPFS Company, for approximately $2.5 billion in cash, including approximately $230.0 million to refinance the Issuer’s debt, subject to customary post-closing adjustments.

On December 2, 2014, TLLP and QEPFS Company consummated the QEP Field Services Acquisition. Pursuant to the Purchase Agreement, on December 2, 2014, TLLP acquired all of the limited liability company interests of QEPFS LLC. QEPFS LLC is the direct or indirect owner of assets related to, and entities engaged in, natural gas gathering, transportation and processing in or around the Green River Basin located in Wyoming and Colorado, the Uinta Basin located in eastern Utah, and the portion of the Williston Basin located in North Dakota. QEPFS LLC also holds an approximate 55.8% limited partner interest in the Issuer, consisting of 3,701,750 common units and 26,705,000 subordinated units (collectively representing approximately 56.9% of the outstanding limited partner interests of the Issuer), and 100% of the limited liability company interests of QEP Midstream’s general partner, QEPM GP, which itself holds a 2% general partner interest and 100% of the incentive distribution rights in the Issuer.

The Purchase Agreement includes customary representations, warranties, covenants and indemnities. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement filed as Exhibit 1, which exhibit is incorporated by reference in its entirety in this Item 4.

QEPFS LLC owns and operates a diversified portfolio of midstream energy assets and provides crude oil and natural gas gathering, processing, treating and transportation services and NGL fractionation and transportation services for its producer customers. The QEP Field Services Acquisition allows TLLP to extend its logistics strategy into the natural gas logistics business.

10

TLLP expects to report QEPFS LLC’s assets and operations as a new business segment, except that the gathering operations owned by QEPFS LLC will be reported within TLLP’s crude oil gathering segment, which will be referred to as the gathering segment after the completion of the QEP Field Services Acquisition.

On December 2, 2014, 4 members of the QEPM GP board of directors resigned and 5 individuals nominated by TLGP were appointed to the QEPM GP board of directors.

On December 2, 2014, TLLP presented a letter to the QEPM GP board of directors (the “Offer Letter”) setting forth its proposal to purchase all of the outstanding publicly-held Common Units of the Issuer through a unit-for-unit exchange in which holders of Common Units would receive 0.2846 TLLP common units per common unit of the Issuer, and the Issuer would be merged with and into a wholly-owned subsidiary of TLLP (the “Proposed Transaction”). The Proposed Transaction is subject to the approval of the TLGP board of directors and the QEPM GP board of directors and its conflicts committee, any requisite unitholder approval under applicable law and the Issuer’s partnership agreement, and the negotiation, execution and delivery of definitive transaction agreements. In the Offer Letter, TLLP stated that it is only interested in acquiring common units of the Issuer and not in selling (or causing its affiliates to sell) interests in the Issuer to any third party or parties. TLLP awaits a response from the QEPM GP Board. While the Proposed Transaction remains under consideration by the QEPM GP Board, the Reporting Persons may respond to inquiries from the QEPM GP Board.

The foregoing description of the Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is attached hereto as Exhibit 3 and is incorporated herein by reference.

The Subordinated Units owned of record by QEPFS LLC are convertible into Common Units on a one-for-one basis upon the termination of the subordination period as set forth in the First Amended and Restated Limited Partnership Agreement of QEP Midstream Partners, LP, dated August 14, 2013 (the “QEPM Partnership Agreement”).

The Reporting Persons may make additional purchases or other acquisitions of Common Units either in the open market or in private transactions depending on such Reporting Person’s and the Issuer’s business, prospects and financial condition, the market for the Common Units, general economic conditions, stock market conditions and other future developments.

The Reporting Persons, as direct and indirect owners of QEPM GP, may cause QEPM to change its distribution policy as set forth in the QEPM Partnership Agreement or the Issuer’s capitalization, through the issuance of debt or equity securities, from time to time in the future. The Reporting Persons, however, have no current intention of causing any material change to the Issuer’s present capitalization or the Issuer’s distribution policy as set forth in the QEPM Partnership Agreement.

References to, and descriptions of, the QEPM Partnership Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the QEPM Partnership Agreement filed as Exhibit 4, which exhibit is incorporated by reference in its entirety in this Item 4.

11

Except as described in this Item 4, TLLP has no other plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (i) of Item 4 of Schedule 13D. TLLP may change its plans or proposals in the future. TLLP reserves the right to acquire additional securities of QEPM in the open market, in privately negotiated transactions (which may be with the Issuer or with third parties) or otherwise, to dispose of all or a portion of its respective holdings of securities of QEPM or to change its intentions with respect to any or all of the matters referred to in this Item 4.

Item 5. Interest in Securities of the Issuer.

(a) Items 11 and 13 of each Cover Page state the aggregate number and percentage of Units (defined below) beneficially owned by the applicable Reporting Person. Such information is incorporated herein by reference.

The Subordinated Units may be converted into Common Units on a one-for-one basis upon the expiration of the Subordination Period, as defined in the QEPM Partnership Agreement. Since the Subordinated Units were acquired in connection with transactions having the effect of changing or influencing the control of the Issuer, such Subordinated Units are considered converted for the purposes of the beneficial ownership calculations contained herein pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended. Accordingly, the numbers reported in Items 7 through 11 of each Cover Page include both the Common Units and the Subordinated Units (together, the “Units”) beneficially owned by the applicable Reporting Person. Similarly, the percentage reported in Item 13 of each Cover Page is based on the approximate number of Common Units (26,729,240) and Subordinated Units (26,705,000) issued and outstanding as of October 31, 2014.

References to, and descriptions of, the QEPM Partnership Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the QEPM Partnership Agreement filed as Exhibit 4, which exhibit is incorporated by reference in its entirety in this Item 5.

Tesoro, TRMC and Tesoro Alaska hold no Units directly, but due to such parties collective ownership of 100% of TLGP’s membership interests (5%, 94.5% and 0.5%, respectively), and due to Tesoro owning 100% of the membership interest of TRMC and Tesoro Alaska, Tesoro, TRMC and Tesoro Alaska have indirect beneficial ownership of the 30,406,750 Units of the Issuer, representing approximately 59.6% of the outstanding Units, owned directly by QEPFS LLC. As set forth herein, Tesoro, TRMC and Tesoro Alaska have shared voting and dispositive power over the 30,406,750 Units owned directly by QEPFS LLC.

TLGP holds no Units directly, but is the general partner of TLLP, and as such has an indirect beneficial ownership of the 30,406,750 Units of the Issuer, representing approximately 59.6% of the outstanding Units, owned directly by QEPFS LLC. As set forth herein, TLGP has shared voting and dispositive power over the 30,406,750 Units owned directly by QEPFS LLC.

12

TLLP holds no Units directly, but owns 100% of the membership interests of QEPFS LLC, and owns 100% of the membership interests of QEPM GP, and as such has an indirect beneficial ownership of the 30,406,750 Units of the Issuer, representing approximately 59.6% of the outstanding Units, owned directly by QEPFS LLC. As set forth herein, TLLP has shared voting and dispositive power over the 30,406,750 Units owned directly by QEPFS LLC.

QEPFS LLC is the record holder of 30,406,750 Units of the Issuer, representing approximately 59.6% of the outstanding Units. As set forth herein, QEPFS LLC has shared voting and dispositive power over the 30,406,750 United owned directly by it.

The number of Units of the Issuer held by each of the Reporting Person’s directors and executive officers, all of which are Common Units, is set forth on Schedule A and is incorporated herein by reference.

Each of the Reporting Persons disclaims beneficial ownership of the securities held by others, including the other Reporting Persons, except to the extent of such Reporting Person’s pecuniary interest therein, if any.

(b) The information provided in Item 5(a) of this Schedule 13D is incorporated herein by reference.

(c) Except as otherwise stated herein, none of the Reporting Persons has engaged in any transactions involving Units during the past 60 days. To the best of the Reporting Persons’ knowledge, all transactions engaged in by the Reporting Persons’ directors and executive officers during the past 60 days that involved Units are disclosed on Schedule A.

(d) No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Units reported as being beneficially owned by the Reporting Persons on this Schedule 13D.

(e) Not applicable.

The information set forth in Item 3 is incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information provided in Items 3 and 4 of this Schedule 13D is incorporated herein by reference.

QEPM GP, as the sole general partner of the Issuer, QEPFS LLC, as a limited partner of the Issuer, and all other limited partners of the Issuer, are party to the QEPM Partnership Agreement. Among other things, the Partnership Agreement sets forth the rights of the parties thereto with respect to distributions of cash, allocation of profits and losses, the terms of the conversion of the Subordinated Units into Common Units, issuance of additional limited partner units, voting rights and registration rights.

13

Under the Second Amended and Restated Limited Liability Company Agreement of QEPM GP dated December 2, 2014 (the “QEPM GP LLC Agreement”), QEPFS LLC, as the sole member, has the right to elect the members of the board of directors of QEPM GP.

References to, and descriptions of, the QEPM Partnership Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the QEPM Partnership Agreement filed as Exhibit 4, which exhibit is incorporated by reference in its entirety in this Item 6. References to, and descriptions of, the QEPM GP LLC Agreement do not purport to be complete and are qualified in their entirety by reference to the QEPM GP LLC Agreement filed as Exhibit 5, which exhibit is incorporated by reference in its entirety in this Item 6.

On December 12, 2014, the Reporting Persons entered into a Joint Filing Agreement relating to the filing of this Schedule 13D, a copy of which attached hereto as Exhibit 6.

To the Reporting Persons’ knowledge, there are no other contracts, arrangements or relationships (legal or otherwise) among the persons names in Item 2 and between such persons and any person with respect to any securities of the Issuer.

Item 7. Material to be filed as Exhibits

Exhibit Number	Description
1	Membership Interest Purchase Agreement, dated as of October 19, 2014, between Tesoro Logistics LP and QEP Field Services Company (incorporated by reference to Exhibit 2.1 to Tesoro Logistics LP’s Current Report on Form 8-K filed on October 20, 2014)
2	Second Amended and Restated Credit Agreement, dated as of December 2, 2014, among Tesoro Logistics LP, Bank of America, N.A., as administrative agent, L/C issuer and lender, and other lenders party thereto (incorporated by reference to Exhibit 10.5 to Tesoro Logistics LP’s Current Report on Form 8-K filed on December 8, 2014)
3	Letter dated December 2, 2014, from Tesoro Logistics LP to Members of the Board of Directors of QEP Midstream Partners GP, LLC
4	First Amended and Restated Agreement of Limited Partnership of QEP Midstream Partners, LP dated August 14, 2013, by and between QEP Midstream Partners GP, LLC and QEP Field Services Company (incorporated by reference to Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed on August 16, 2013)
5	Second Amended and Restated Limited Liability Company Agreement of QEP Midstream Partners GP, LLC dated as of December 2, 2014
6	Joint Filing Agreement, dated as of December 12, 2014, among Tesoro Corporation, Tesoro Refining & Marketing Company LLC, Tesoro Alaska Company LLC, Tesoro Logistics GP, LLC, Tesoro Logistics LP, and QEP Field Services, LLC

14

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 12, 2014

TESORO CORPORATION
By:	/s/ Charles S. Parrish
Charles S. Parrish
Executive Vice President, General Counsel and Secretary
TESORO REFINING & MARKETING COMPANY LLC
By:	/s/ Charles S. Parrish
Charles S. Parrish
Executive Vice President and Secretary
TESORO ALASKA COMPANY LLC
By:	/s/ Charles S. Parrish
Charles S. Parrish
Executive Vice President, General Counsel and Secretary
TESORO LOGISTICS GP, LLC
By:	/s/ Charles S. Parrish
Charles S. Parrish
Vice President, General Counsel and Secretary

TESORO LOGISTICS LP
	By:   TESORO LOGISTICS GP, LLC, its general partner
By:	/s/ Charles S. Parrish
Charles S. Parrish
Vice President, General Counsel and Secretary
QEP Field Services, LLC
By:	/s/ Charles S. Parrish
Charles S. Parrish
Vice President, General Counsel and Secretary

SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF TESORO CORPORATION

The business address of each person listed below is c/o Tesoro Corporation, 19100 Ridgewood Parkway, San Antonio, Texas 78259-1828. Each person is a United States citizen.

Directors:

Name	Present Principal Occupation	Common Units Held
Rodney F. Chase	Non-Executive Chairman for Genel Energy, plc	0
Gregory J. Goff	President and Chief Executive Officer of Tesoro Corporation	0
Robert W. Goldman	Independent Financial Consultant	0
Steven H. Grapstein	Chief Executive Officer of Como Holdings USA, Inc.	0
David Lilley	Retired	0
Mary Pat McCarthy	Retired	0
J.W. Nokes	Retired	0
Susan Tomasky	Retired	0
Michael E. Wiley	Retired	0
Patrick Y. Yang	Retired	0

Executive Officers:

Name	Position at Tesoro Corporation	Common Units Held
Gregory J. Goff	President and Chief Executive Officer	0
Charles S. Parrish	Executive Vice President, General Counsel and Secretary	0
Steven M. Sterin	Executive Vice President, Chief Financial Officer	0
Daryl R. Schofield	Senior Vice President, Commercial	0
Arlen O. Glenewinkel, Jr.	Vice President and Controller	1,600 *
Keith M. Casey	Executive Vice President, Operations	0
Brad S. Lakhia	Vice President and Treasurer	0
Cynthia (CJ) Warner	Executive Vice President, Strategy and Business Development	0

* Represents 1,600 common units of QEP Midstream Partners, LP held by Mr. Glenewinkel’s daughter.

[Schedule A Continues on Next Page]

DIRECTORS AND EXECUTIVE OFFICERS OF

TESORO REFINING & MARKETING COMPANY LLC

The business address of each person listed below is c/o Tesoro Refining & Marketing Company LLC, 19100 Ridgewood Parkway, San Antonio, Texas 78259-1828. Each person is a United States citizen.

Managers:

Name	Present Principal Occupation	Common Units Held
Gregory J. Goff	President and Chief Executive Officer of Tesoro Corporation	0
Charles S. Parrish	Executive Vice President, General Counsel and Secretary of Tesoro Corporation	0
Steven M. Sterin	Executive Vice President and Chief Financial Officer of Tesoro Corporation	0

Executive Officers:

Name	Position at Tesoro Refining & Marketing Company LLC	Common Units Held
Gregory J. Goff	President and Chief Executive Officer	0
Charles S. Parrish	Executive Vice President and Secretary	0
Steven M. Sterin	Executive Vice President and Chief Financial Officer	0
Daryl R. Schofield	Senior Vice President, Commercial	0
Arlen O. Glenewinkel, Jr.	Vice President and Controller	1,600 *
Keith M. Casey	Executive Vice President, Operations	0
Brad S. Lakhia	Vice President and Treasurer	0
Cynthia (CJ) Warner	Executive Vice President, Strategy and Business Development	0

* Represents 1,600 common units of QEP Midstream Partners, LP held by Mr. Glenewinkel’s daughter.

[Schedule A Continues on Next Page]

DIRECTORS AND EXECUTIVE OFFICERS OF TESORO ALASKA COMPANY LLC

The business address of each person listed below is c/o Tesoro Alaska Company LLC, 19100 Ridgewood Parkway, San Antonio, Texas 78259-1828. Each person is a United States citizen.

Managers:

Name	Present Principal Occupation	Common Units Held
Gregory J. Goff	President and Chief Executive Officer of Tesoro Corporation	0
Charles S. Parrish	Executive Vice President, General Counsel and Secretary of Tesoro Corporation	0
Steven M. Sterin	Executive Vice President and Chief Financial Officer of Tesoro Corporation	0

Executive Officers:

Name	Position at Tesoro Alaska Company	Common Units Held
Gregory J. Goff	President and Chief Executive Officer	0
Charles S. Parrish	Executive Vice President, General Counsel and Secretary	0
Steven M. Sterin	Executive Vice President and Chief Financial Officer	0
Daryl R. Schofield	Senior Vice President, Commercial	0
Arlen O. Glenewinkel, Jr.	Vice President and Controller	1,600 *
Keith M. Casey	Executive Vice President, Operations	0
Brad S. Lakhia	Vice President and Treasurer	0

* Represents 1,600 common units of QEP Midstream Partners, LP held by Mr. Glenewinkel’s daughter.

[Schedule A Continues on Next Page]

DIRECTORS AND EXECUTIVE OFFICERS OF TESORO LOGISTICS GP, LLC

The business address of each person listed below is c/o Tesoro Logistics GP, LLC, 19100 Ridgewood Parkway, San Antonio, Texas 78259-1828. Each person is a United States citizen.

Directors:

Name	Present Principal Occupation	Common Units Held
Gregory J. Goff	President and Chief Executive Officer of Tesoro Corporation	0
Raymond J. Bromark	Retired	0
James H. Lamanna	President of Timeless Triumph LLC (a consulting firm)	0
Thomas C. O’Connor	Retired	0
Phillip M. Anderson	President of Tesoro Logistics GP, LLC	0
Charles S. Parrish	Executive Vice President, General Counsel and Secretary of Tesoro Corporation	0
Steven M. Sterin	Executive Vice President and Chief Financial Officer of Tesoro Corporation	0
Keith M. Casey	Executive Vice President, Operations of Tesoro Corporation	0

Executive Officers:

Name	Position at Tesoro Logistics GP, LLC	Common Units Held
Gregory J. Goff	Chairman of the Board and Chief Executive Officer	0
Phillip M. Anderson	President	0
Charles S. Parrish	Vice President, General Counsel and Secretary	0
Steven M. Sterin	Vice President and Chief Financial Officer	0
Arlen O. Glenewinkel, Jr.	Vice President and Controller	1,600 *
Keith M. Casey	Vice President, Operations	0
Brad S. Lakhia	Vice President and Treasurer	0

* Represents 1,600 common units of QEP Midstream Partners, LP held by Mr. Glenewinkel’s daughter.

[Schedule A Continues on Next Page]

DIRECTORS AND EXECUTIVE OFFICERS OF TESORO LOGISTICS LP

N/A

[Schedule A Continues on Next Page]

DIRECTORS AND EXECUTIVE OFFICERS OF QEP FIELD SERVICES, LLC

The business address of each person listed below is c/o QEP Field Services, LLC, 19100 Ridgewood Parkway, San Antonio, Texas 78259-1828. Each person is a United States citizen.

Directors:

None.

Executive Officers:

Name	Position at QEP Field Services, LLC	Common Units Held
Gregory J. Goff	Chairman of the Board and Chief Executive Officer	0
Phillip M. Anderson	President	0
Charles S. Parrish	Vice President, General Counsel and Secretary	0
Steven M. Sterin	Vice President and Chief Financial Officer	0
Arlen O. Glenewinkel, Jr.	Vice President and Controller	1,600 *
Brad S. Lakhia	Vice President and Treasurer	0

* Represents 1,600 common units of QEP Midstream Partners, LP held by Mr. Glenewinkel’s daughter.

[Schedule A Continues on Next Page]

TRANSACTIONS BY THE DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS

• None.

[End of Schedule A]

EX-99.3

Exhibit 3

Gregory J. Goff Chairman of the Board and CEO
	Tesoro Logistics GP, LLC 19100 Ridgewood Parkway San Antonio, TX 78259 210 626 6943 210 745 4611 Fax

December 2, 2014

Board of Directors

QEP Midstream Partners GP, LLC

As general partner of QEP Midstream Partners, LP

19100 Ridgewood Parkway

San Antonio, Texas 78259

Members of the Board of Directors:

Tesoro Logistics LP (“TLLP”), through the Board of Directors of its general partner, Tesoro Logistics GP, LLC (“TLGP”), hereby proposes the acquisition of all the outstanding common units of QEP Midstream Partners, LP (the “Partnership”) not owned by QEP Midstream Partners GP, LLC (the “General Partner”) or QEP Field Services, LLC (“QEPFS”) in exchange for common units of TLLP (“TLLP Common Units”) at an exchange ratio of 0.2846 TLLP Common Units per common unit of the Partnership. As you are aware, TLLP now controls both the General Partner and QEPFS, which owns approximately 55.8% of the common units of the Partnership. TLLP’s current intent is to structure the acquisition in the form of a merger of the Partnership with a new acquisition entity to be formed by TLLP with the Partnership as the surviving entity.

The proposed price presents the closing price of the Partnership’s common units on December 1, 2014. The primary reason for this approach is a comparison of three-year total return analysis based on Wall Street consensus estimates for the Partnership and TLLP (taking into account TLLP Common Units to be issued in the proposed merger transaction). Based on this analysis, the current anticipated three-year total return for the Partnership’s common units is approximately 12.6%. By exchanging the unaffiliated outstanding Partnership common units for TLLP Common Units at the proposed exchange ratio, the analysis indicates that the Partnership’s unitholders could be expected to receive a three-year total return of approximately 20%. Therefore, on a relative net present value basis, assuming a 10.0% discount rate, the Partnership’s unaffiliated common unitholders receive approximately 4.4 times more value by exchanging their Partnership common units for TLLP Common Units. Accordingly, TLGP’s Board of Directors is of the view that the proposed merger transaction is a very attractive opportunity for the Partnership’s unaffiliated common unitholders.

I believe that TLGP, on behalf of TLLP, is well-positioned to negotiate and complete the proposed transaction in an expedited manner with a high degree of closing certainty. No debt financing will be required to consummate this transaction, and the closing will not be conditioned on obtaining financing. Moreover, I do not anticipate that any regulatory approvals will be an impediment to the closing. TLGP is preparing a proposed merger agreement that we intend to provide shortly.

Board of Directors

QEP Midstream Partners GP, LLC

December 2, 2014

Page 2

I expect that you will ask the conflicts committee of the board of directors of the General Partner (the “Conflicts Committee”) to evaluate this proposal pursuant to Section 7.9 of the First Amended and Restated Agreement of Limited Partnership of the Partnership (the “Partnership Agreement”) and, that if approved by the Conflicts Committee, the transaction will be subject to the approval of a majority of the unaffiliated common unitholders of the Partnership in accordance with Section 14.3(b) of the Partnership Agreement. I and members of senior management of TLGP who sit on the board of directors of the General Partner will support the referral of this proposal to the conflicts committee and its engagement of independent financial and legal advisors. I welcome the opportunity to present this proposal to the conflicts committee and its advisors as soon as possible. However, please be aware that TLLP is interested only in acquiring common units of the Partnership and not in selling (or causing its affiliates to sell) interests in the Partnership to any third party or parties.

This proposal is non-binding, and no agreement, arrangement or understanding between the parties with respect to this proposal or any other transaction shall be created until such time as mutually satisfactory definitive documentation is executed and delivered.

I, along with Phillip M. Anderson, who serves as President of TLGP, and the rest of TLGP’s advisory team, look forward to working with the conflicts committee and its advisors to complete a mutually acceptable transaction that is attractive to the Partnership’s unaffiliated common unitholders. Should you have any questions, please do not hesitate to contact me.

Sincerely,

/s/ Gregory J. Goff

Gregory J. Goff

Chairman of the Board and

Chief Executive Officer of

Tesoro Logistics GP, LLP,

the general partner of

Tesoro Logistics LP

EX-99.5

Exhibit 5

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

QEP MIDSTREAM PARTNERS GP, LLC

A Delaware Limited Liability Company

Dated as of

December 2, 2014

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINITIONS		2
Section 1.1	Definitions		2
Section 1.2	Construction		6
ARTICLE II	ORGANIZATION		6
Section 2.1	Formation		6
Section 2.2	Name		6
Section 2.3	Registered Office, Registered Agent, Principal Office, Other Offices		6
Section 2.4	Purposes		7
Section 2.5	Term		7
Section 2.6	No State Law Partnership		7
Section 2.7	Certain Undertakings Relating to Separateness		7
ARTICLE III	MEMBERSHIP		8
Section 3.1	Membership Interests; Additional Members		8
Section 3.2	Access to Information		9
Section 3.3	Liability		9
Section 3.4	Withdrawal		9
Section 3.5	Meetings		9
Section 3.6	Action by Consent of Members		9
Section 3.7	Conference Telephone Meetings		10
Section 3.8	Quorum		10
ARTICLE IV	ADMISSION OF MEMBERS; DISPOSITION OF MEMBERSHIP INTERESTS		10
Section 4.1	Assignment; Admission of Assignee as a Member		10
Section 4.2	Requirements Applicable to All Dispositions and Admissions		10
ARTICLE V	CAPITAL CONTRIBUTIONS		11
Section 5.1	Capital Contributions		11
Section 5.2	Loans		11
Section 5.3	Return of Contributions		11
ARTICLE VI	DISTRIBUTIONS AND ALLOCATIONS		11
Section 6.1	Distributions		11

i

TABLE OF CONTENTS

(Continued)

		Page
Section 6.2	Allocations of Profits and Losses		11
Section 6.3	Limitations on Distributions		11
ARTICLE VII	MANAGEMENT		12
Section 7.1	Management by Board of Directors		12
Section 7.2	Number; Qualification; Tenure		12
Section 7.3	Regular Meetings		13
Section 7.4	Special Meetings		13
Section 7.5	Notice		13
Section 7.6	Action by Consent of Board		13
Section 7.7	Conference Telephone Meetings		13
Section 7.8	Quorum and Action		13
Section 7.9	Vacancies; Increases in the Number of Directors		14
Section 7.10	Committees		14
Section 7.11	Removal		15
Section 7.12	Compensation of Directors		15
Section 7.13	Partnership Change of Control		15
ARTICLE VIII	OFFICERS		15
Section 8.1	Officers		15
Section 8.2	Election and Term of Office		16
Section 8.3	Chairman of the Board		16
Section 8.4	Chief Executive Officer		16
Section 8.5	President		16
Section 8.6	Vice Presidents		16
Section 8.7	Chief Financial Officer		17
Section 8.8	General Counsel		17
Section 8.9	Secretary		17
Section 8.10	Removal		17
Section 8.11	Vacancies		18
ARTICLE IX	INDEMNITY AND LIMITATION OF LIABILITY		18
Section 9.1	Indemnification		18

ii

TABLE OF CONTENTS

(Continued)

		Page
Section 9.2	Liability of Indemnitees		20
ARTICLE X	TAXES		20
Section 10.1	Taxes		20
ARTICLE XI	BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS		21
Section 11.1	Maintenance of Books		21
Section 11.2	Reports		21
Section 11.3	Bank Accounts		21
ARTICLE XII	DISSOLUTION, WINDING-UP, TERMINATION AND CONVERSION		21
Section 12.1	Dissolution		21
Section 12.2	Winding-Up and Termination		22
Section 12.3	Deficit Capital Accounts		22
Section 12.4	Certificate of Cancellation		23
ARTICLE XIII	MERGER, CONSOLIDATION OR CONVERSION		23
Section 13.1	Authority		23
Section 13.2	Procedure for Merger, Consolidation or Conversion		23
Section 13.3	Approval by Members of Merger, Consolidation or Conversion		24
Section 13.4	Certificate of Merger, Consolidation or Conversion		25
ARTICLE XIV	GENERAL PROVISIONS		25
Section 14.1	Offset		25
Section 14.2	Notices		25
Section 14.3	Entire Agreement; Superseding Effect		26
Section 14.4	Effect of Waiver or Consent		26
Section 14.5	Amendment or Restatement		26
Section 14.6	Binding Effect		26
Section 14.7	Governing Law; Severability		26
Section 14.8	Venue		27
Section 14.9	Further Assurances		27
Section 14.10	Waiver of Certain Rights		27
Section 14.11	Counterparts		27

iii

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

QEP MIDSTREAM PARTNERS GP, LLC

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of QEP Midstream Partners GP, LLC (the “Company”), dated as of December 2, 2014, is adopted, executed and agreed to by QEP Field Services, LLC (“QEPFS”), a Delaware limited liability company, the Company’s sole member (the “Sole Member”).

RECITALS

WHEREAS, the Company was formed as a Delaware limited liability company on April 19, 2013;

WHEREAS, QEP Field Services Company (“QEP Field Services”), a Delaware corporation, executed the Limited Liability Agreement of the Company, effective April 19, 2013 (the “Original Agreement”);

WHEREAS, QEP Field Services executed the First Amended and Restated Limited Liability Agreement of the Company (the “First Amended and Restated LLC Agreement”), effective August 14, 2013;

WHEREAS, as of October 19, 2014, QEP Field Services and Tesoro Logistics LP, a Delaware limited partnership (“TLLP”), executed a Membership Interest Purchase Agreement pursuant to which, among other things, TLLP agreed to acquire all of the outstanding membership interests of QEPFS, QEP Field Services’ approximate 55.8% limited partner interest in QEP Midstream Partners, LP (“QMLP”), and QEP Field Services’ 100% ownership interest in the Company;

WHEREAS, effective December 2, 2014, QEP Field Services and QEPFS executed an Assignment of Membership interests pursuant to which the membership interests of the Company were transferred from QEP Field Services to the QEPFS; and

WHEREAS, the undersigned now desire to execute this Agreement to amend and restate the Original Agreement and set forth the terms and conditions under which the management, business, and financial affairs of the Company will be conducted.

AGREEMENT

NOW THEREFORE, for and in consideration of the premises, the covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, QEPFS, as the Sole Member of the Company, hereby amends and restates the Original Agreement in its entirety as follows:

1

ARTICLE I

DEFINITIONS

Section 1.1 Definitions.

(a) As used in this Agreement, the following terms have the respective meanings set forth below or set forth in the Sections referred to below:

“Act” means the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as it may be amended from time to time. All references in this Agreement to provisions of the Act shall be deemed to refer, if applicable, to their successor statutory provisions to the extent appropriate in light of the context herein in which such references are used.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agreement” is defined in the introductory paragraph, as the same may be amended, modified, supplemented or restated from time to time.

“Applicable Law” means (a) any United States federal, state or local law, statute or ordinance or any rule, regulation, order, writ, injunction, judgment, decree or permit of any Governmental Authority and (b) any rule or listing requirement of any national securities exchange or trading market recognized by the Commission on which securities issued by the Partnership are listed or quoted.

“Assignee” means any Person that acquires a Member’s share of the income, gain, loss, deduction and credits of, and the right to receive distributions from, the Company or any portion thereof through a Disposition; provided, however, that an Assignee shall have no right to be admitted to the Company as a Member except in accordance with Article IV. The Assignee of a dissolved Member shall be the shareholder, partner, member or other equity owner or owners of the dissolved Member or such other Persons to whom such Member’s Membership Interest is assigned by the Person conducting the liquidation or winding up of such Member.

“Audit Committee” is defined in Section 7.10(b).

“Audit Committee Independent Director” is defined in Section 7.10(b).

“Bankruptcy” or “Bankrupt” means, with respect to any Person, that (a) such Person (i) makes a general assignment for the benefit of creditors; (ii) files a voluntary bankruptcy petition; (iii) becomes the subject of an order for relief or is declared insolvent in any federal or state bankruptcy or insolvency proceedings; (iv) files a petition or answer seeking for such Person a reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any Applicable Law; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against such Person in a proceeding of the type

2

described in subclauses (i) through (iv) of this clause (a); or (vi) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of such Person or of all or any substantial part of such Person’s properties or (b) a proceeding seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any Applicable Law has been commenced against such Person and 120 days have expired without dismissal thereof or with respect to which, without such Person’s consent or acquiescence, a trustee, receiver, or liquidator of such Person or of all or any substantial part of such Person’s properties has been appointed and 90 days have expired without the appointment having been vacated or stayed, or 90 days have expired after the date of expiration of a stay, if the appointment has not previously been vacated. The foregoing definition of “Bankruptcy” is intended to replace and shall supercede and replace the definition of “Bankruptcy” set forth in the Act.

“Board” is defined in Section 7.1(c).

“Business Day” means (a) any day on which the national securities exchange upon which securities of the Partnership are listed is open for trading or (b) in the event that no Partnership securities are listed on a national securities exchange, any day on which the New York Stock Exchange is open for trading.

“Capital Contribution” means, with respect to any Member, the amount of money and the net agreed value of any property (other than money) contributed to the Company by such Member. Any reference in this Agreement to the Capital Contribution of a Member shall include any Capital Contribution of its predecessors in interest.

“Commission” means the United States Securities and Exchange Commission.

“Common Units” is defined in the Partnership Agreement.

“Company” is defined in the introductory paragraph.

“Conflicts Committee” is defined in the Partnership Agreement.

“Conflicts Committee Independent Director” means a Director who meets the independence standards set forth in the definition of “Conflicts Committee” in the Partnership Agreement.

“Delaware Certificate” is defined in Section 2.1.

“Director” or “Directors” means a member or members of the Board.

“Dispose,” “Disposing” or “Disposition” means with respect to any asset (including a Membership Interest or any portion thereof), a sale, assignment, transfer, conveyance, gift, exchange or other disposition of such asset, whether such disposition be voluntary, involuntary or by operation of Applicable Law.

“Disposing Member” is defined in Section 4.1.

“Dissolution Event” is defined in Section 12.1(a).

3

“First Amended and Restated LLC Agreement” is defined in the Recitals.

“Governmental Authority” or “Governmental” means any federal, state or local court or governmental or regulatory agency or authority or any arbitration board, tribunal or mediator having jurisdiction over the Company or its assets or Members.

“Group Member” is defined in the Partnership Agreement.

“Indemnitee” means any of (a) the Members, (b) any Person who is or was an Affiliate of the Company (other than any Group Member), (c) any Person who is or was a member, partner, director, officer, fiduciary or trustee of the Company or any Affiliate of the Company (other than any Group Member), (d) any Person who is or was serving at the request of the Company or any Affiliate of the Company as an officer, director, member, manager, partner, fiduciary or trustee of another Person; provided, however, that a Person shall not be an Indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, and (e) any Person the Board designates as an “Indemnitee” for purposes of this Agreement.

“Limited Partner” and “Limited Partners” are defined in the Partnership Agreement.

“Majority Interest” means Membership Interests in the Company entitled to more than 50% of the Sharing Ratios.

“Member” means QEPFS, as the sole member of the Company as of the date of this Agreement, and includes any Person hereafter admitted to the Company as a member as provided in this Agreement, each in its capacity as a member of the Company, but such term does not include any Person who has ceased to be a member of the Company.

“Membership Interest” means, with respect to any Member, that Member’s limited liability company interests in the Company, including its share of the income, gain, loss, deduction and credits of, and the right to receive distributions from, the Company.

“Merger Agreement” is defined in Section 13.1.

“Notices” is defined in Section 14.2.

“Omnibus Agreement” is defined in the Partnership Agreement.

“Original Agreement” is defined in the Recitals.

“Partnership” means QEP Midstream Partners LP, a Delaware limited partnership.

“Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership of the Partnership, effective as of August 14, 2013, as it may be further amended and restated, or any successor agreement.

“Partnership Group” means the Partnership and its Subsidiaries treated as a single consolidated entity.

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“Person” means an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

“Plan of Conversion” is defined in Section 13.1.

“QEP Field Services” is defined in the Recitals.

“QEPFS” is defined in the introductory paragraph.

“Sharing Ratio” means, subject in each case to adjustments in accordance with this Agreement or in connection with Dispositions of Membership Interests, (a) in the case of a Member executing this Agreement as of the date of this Agreement or a Person acquiring such Member’s Membership Interest, the percentage specified for that Member as its Sharing Ratio on Exhibit A and (b) in the case of Membership Interests issued pursuant to Section 3.1, the Sharing Ratio established pursuant thereto; provided, however, that the total of all Sharing Ratios shall always equal 100%.

“Subsidiary” means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof, (b) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at the date of determination, a general or limited partner of such partnership, but only if more than 50% of the partnership interests of such partnership (considering all of the partnership interests of the partnership as a single class) is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof, or (c) any other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person or a combination thereof, directly or indirectly, at the date of determination, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person.

“Surviving Business Entity” is defined in Section 13.1.

“Tax Matters Member” is defined in Section 10.1(a).

“Tesoro Entities” means Tesoro Corporation (“Tesoro”), a Delaware corporation and its Affiliates (other than the Company and the Partnership Group).

“Treasury Regulations” means the regulations (including temporary regulations) promulgated by the United States Department of the Treasury pursuant to and in respect of provisions of the Internal Revenue Code of 1986, as amended from time to time. All references herein to sections of the Treasury Regulations shall include any corresponding provision or provisions of succeeding, similar or substitute, temporary or final Treasury Regulations.

“Withdraw,” “Withdrawing” or “Withdrawal” means the resignation of a Member from the Company as a Member. Such terms shall not include any Dispositions of Membership Interests (which are governed by Article IV), even though the Member making a Disposition may cease to be a Member as a result of such Disposition.

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(b) Other terms defined herein have the meanings so given them.

Section 1.2 Construction.

Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (b) references to Articles and Sections refer to Articles and Sections of this Agreement; (c) the terms “include,” “includes,” “including” or words of like import shall be deemed to be followed by the words “without limitation”; and (d) the terms “hereof,” “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement. The table of contents and headings contained in this Agreement are for reference purposes only, and shall not affect in any way the meaning or interpretation of this Agreement.

ARTICLE II

ORGANIZATION

Section 2.1 Formation.

The Company was formed as a Delaware limited liability company by the filing of a Certificate of Formation (the “Delaware Certificate”) on April 19, 2013 with the Secretary of State of the State of Delaware under and pursuant to the Act and by the entering into of the Original Agreement.

Section 2.2 Name.

The name of the Company is “QEP Midstream Partners GP, LLC” and all Company business must be conducted in that name or such other names that comply with Applicable Law as the Board or the Members may select.

Section 2.3 Registered Office, Registered Agent, Principal Office, Other Offices.

The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent for service of process named in the Delaware Certificate or such other office (which need not be a place of business of the Company) as the Board may designate in the manner provided by Applicable Law. The registered agent for service of process of the Company in the State of Delaware shall be the initial registered agent for service of process named in the Delaware Certificate or such other Person or Persons as the Board may designate in the manner provided by Applicable Law. The principal office of the Company in the United States shall be at such a place as the Board may from time to time designate, which need not be in the State of Delaware, and the Company shall maintain records there. The Company may have such other offices as the Board of Directors may designate.

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Section 2.4 Purposes.

The purpose of the Company is to own, acquire, hold, sell, transfer, assign, dispose of or otherwise deal with partnership interests in, and act as the general partner of, the Partnership as described in the Partnership Agreement and to engage in any lawful business or activity ancillary or related thereto. The Company shall possess and may exercise all the powers and privileges granted by the Act, by any other law or by this Agreement, together with any powers incidental thereto, including such powers and privileges as are necessary or appropriate to the conduct, promotion or attainment of the business, purposes or activities of the Company.

Section 2.5 Term.

The period of existence of the Company commenced on April 19, 2013 and shall end at such time as a certificate of cancellation is filed with the Secretary of State of the State of Delaware in accordance with Section 12.4.

Section 2.6 No State Law Partnership.

The Members intend that the Company shall not be a partnership (whether general, limited or other) or joint venture, and that no Member shall be a partner or joint venturer with any other Member, for any purposes other than (if the Company has more than one Member) federal and state income tax purposes, and this Agreement may not be construed or interpreted to the contrary.

Section 2.7 Certain Undertakings Relating to Separateness.

(a) Separateness Generally. The Company shall, and shall cause the members of the Partnership Group to, conduct their respective businesses and operations separate and apart from those of any other Person (including the Tesoro Entities), except as provided in this Section 2.7.

(b) Separate Records. The Company shall, and shall cause the Partnership to, (i) maintain their respective books and records and their respective accounts separate from those of any other Person, (ii) maintain their respective financial records, which will be used by them in their ordinary course of business, showing their respective assets and liabilities separate and apart from those of any other Person, except their consolidated Subsidiaries, and (iii) file their respective own tax returns separate from those of any other Person, except (A) to the extent that the Partnership or the Company (1) is treated as a “disregarded entity” for tax purposes or (2) is not otherwise required to file tax returns under Applicable Law or (B) as may otherwise be required by Applicable Law.

(c) Separate Assets. The Company shall not, and shall cause the Partnership to not, commingle or pool its funds or other assets with those of any other Person, except its consolidated Subsidiaries, and shall maintain its assets in a manner in which it is not costly or difficult to segregate, ascertain or otherwise identify its assets as separate from those of any other Person.

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(d) Separate Name. The Company shall, and shall cause the members of the Partnership Group to, (i) conduct their respective businesses in their respective own names or in the names of their respective Subsidiaries or the Partnership, (ii) use their or the Partnership’s separate stationery, invoices, and checks, (iii) correct any known misunderstanding regarding their respective separate identities as members of the Partnership Group from that of any other Person (including the Tesoro Entities), and (iv) generally hold themselves and the Partnership Group out as entities separate from any other Person (including the Tesoro Entities).

(e) Reserved.

(f) Separate Formalities. The Company shall, and shall cause the Partnership to, (i) observe all limited liability company or limited partnership formalities, as the case may be, and other formalities required by its organizational documents, the laws of the jurisdiction of its formation and other Applicable Laws, (ii) engage in transactions with any of the Tesoro Entities or their respective members, shareholders or partners, as applicable, in conformity with the requirements of Section 7.9 of the Partnership Agreement and (iii) subject to the terms of the Omnibus Agreement, promptly pay, from its own funds, and on a current basis, its allocable share of general and administrative services and costs for services performed, and capital expenditures made, by any of the Tesoro Entities or their respective members, shareholders or partners, as applicable. Each material contract between the Company or the Partnership, on the one hand, and any of the Tesoro Entities or their respective members, shareholders or partners, as applicable, on the other hand, shall be in writing.

(g) No Effect. Failure by the Company to comply with any of the obligations set forth above shall not affect the status of the Company as a separate legal entity, with its separate assets and separate liabilities, or restrict or limit the Company from engaging or contracting with the Tesoro Entities for the provision of services or the purchase or sale of products, whether under the Omnibus Agreement, or otherwise.

ARTICLE III

MEMBERSHIP

Section 3.1 Membership Interests; Additional Members.

QEPFS is the sole Member of the Company as reflected in Exhibit A attached hereto. Additional Persons may be admitted to the Company as Members, and Membership Interests may be issued, on such terms and conditions as the existing Members, voting as a single class, may determine at the time of admission. The terms of admission or issuance must specify the Sharing Ratios applicable thereto and may provide for the creation of different classes or groups of Members or Membership Interests having different (including senior) rights, powers and duties. The Members may reflect the creation of any new class or group in an amendment to this Agreement, indicating the different rights, powers and duties, and such an amendment shall be approved and executed by the Members in accordance with the terms of this Agreement. Any such admission shall be effective only after such new Member has executed and delivered to the Members and the Company an instrument containing the notice address of the new Member, the new Member’s ratification of this Agreement and agreement to be bound by it.

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Section 3.2 Access to Information.

Each Member shall be entitled to receive any information that it may request concerning the Company; provided, however, that this Section 3.2 shall not obligate the Company to create any information that does not already exist at the time of such request (other than to convert existing information from one medium to another, such as providing a printout of information that is stored in a computer database). Each Member shall also have the right, upon reasonable notice, and at all reasonable times during usual business hours to inspect the properties of the Company and to audit, examine and make copies of the books of account and other records of the Company. Such right may be exercised through any agent or employee of such Member designated in writing by it or by an independent public accountant, engineer, attorney or other consultant so designated. All costs and expenses incurred in any inspection, examination or audit made on such Member’s behalf shall be borne by such Member.

Section 3.3 Liability.

(a) Except as otherwise provided by the Act, no Member shall be liable for the debts, obligations or liabilities of the Company solely by reason of being a member of the Company.

(b) The Company and the Members agree that the rights, duties and obligations of the Members in their capacities as members of the Company are only as set forth in this Agreement and as otherwise arise under the Act. Furthermore, the Members agree that, to the fullest extent permitted by Applicable Law, the existence of any rights of a Member, or the exercise or forbearance from exercise of any such rights, shall not create any duties or obligations of the Member in its capacity as a member of the Company, nor shall such rights be construed to enlarge or otherwise to alter in any manner the duties and obligations of such Member.

Section 3.4 Withdrawal.

A Member does not have the right or power to Withdraw.

Section 3.5 Meetings.

A meeting of the Members may be called at any time at the request of any Member.

Section 3.6 Action by Consent of Members.

Except as otherwise required by Applicable Law or otherwise provided in this Agreement, all decisions of the Members shall require the affirmative vote of the Members owning a majority of Sharing Ratios present at a meeting at which a quorum is present in accordance with Section 3.8. To the extent permitted by Applicable Law, the Members may act without a meeting and without notice so long as the number of Members who own the percentage of Sharing Ratios that would be required to take such action at a duly held meeting shall have executed a written consent with respect to any such action taken in lieu of a meeting.

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Section 3.7 Conference Telephone Meetings.

Any Member may participate in a meeting of the Members by means of conference telephone or similar communications equipment or by such other means by which all Persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 3.8 Quorum.

The Members owning a majority of Sharing Ratios, present in person or participating in accordance with Section 3.7, shall constitute a quorum for the transaction of business; provided, however, that, if at any meeting of the Members there shall be less than a quorum present, a majority of the Members present may adjourn the meeting from time to time without further notice. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum.

ARTICLE IV

ADMISSION OF MEMBERS; DISPOSITION OF MEMBERSHIP INTERESTS

Section 4.1 Assignment; Admission of Assignee as a Member.

Subject to this Article IV, a Member may assign in whole or in part its Membership Interests. An Assignee has the right to be admitted to the Company as a Member, with the Membership Interests (and attendant Sharing Ratio) so transferred to such Assignee, only if (a) the Member making the Disposition (a “Disposing Member”) has granted the Assignee either (i) all, but not less than all, of such Disposing Member’s Membership Interests or (ii) the express right to be so admitted and (b) such Disposition is effected in strict compliance with this Article IV. If a Member transfers all of its Membership Interest in the Company pursuant to this Article IV, such admission shall be deemed effective immediately upon the transfer and, immediately upon such admission, the transferor Member shall cease to be a member of the Company.

Section 4.2 Requirements Applicable to All Dispositions and Admissions.

Any Disposition of Membership Interests and any admission of an Assignee as a Member shall also be subject to the following requirements, and such Disposition (and admission, if applicable) shall not be effective unless such requirements are complied with:

(a) Payment of Expenses. The Disposing Member and its Assignee shall pay, or reimburse the Company for, all reasonable costs and expenses incurred by the Company in connection with the Disposition and admission of the Assignee as a Member.

(b) No Release. No Disposition of Membership Interests shall effect a release of the Disposing Member from any liabilities to the Company or the other Members arising from events occurring prior to the Disposition, except as otherwise may be provided in any instrument or agreement pursuant to which a Disposition of Membership Interests is effected.

(c) Agreement to be Bound. The Assignee shall execute a counterpart to this Agreement or other instrument by which such Assignee agrees to be bound by this Agreement.

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ARTICLE V

CAPITAL CONTRIBUTIONS

Section 5.1 Capital Contributions.

The Capital Contribution of QEPFS as the sole member is set forth next to its name on Exhibit A attached hereto.

Section 5.2 Loans.

If the Company does not have sufficient cash to pay its obligations, any Member(s) that may agree to do so may advance all or part of the needed funds to or on behalf of the Company. Any advance described in this Section 5.2 will constitute a loan from the Member to the Company, will bear interest at a lawful rate determined by the Members from the date of the advance until the date of payment and will not be a Capital Contribution.

Section 5.3 Return of Contributions.

Except as expressly provided herein, no Member is entitled to the return of any part of its Capital Contributions or to be paid interest in respect of either its Capital Account or its Capital Contributions. An unreturned Capital Contribution is not a liability of the Company or of any Member. A Member is not required to contribute or to lend any cash or property to the Company to enable the Company to return any Member’s Capital Contributions.

ARTICLE VI

DISTRIBUTIONS AND ALLOCATIONS

Section 6.1 Distributions.

Distributions to the Members shall be made only to all Members simultaneously in proportion to their respective Sharing Ratios (at the time the amounts of such distributions are determined) and in such aggregate amounts and at such times as shall be determined by the Board; provided, however, that any loans from Members pursuant to Section 5.2 shall be repaid prior to any distributions to Members pursuant to this Section 6.1.

Section 6.2 Allocations of Profits and Losses.

The Company’s profits and losses shall be allocated to the Members in proportion to their respective Sharing Ratios.

Section 6.3 Limitations on Distributions.

Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate the Act or other Applicable Law.

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ARTICLE VII

MANAGEMENT

Section 7.1 Management by Board of Directors.

(a) The management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who, except as expressly provided otherwise in this Agreement, shall make all decisions and take all actions for the Company.

(b) The Members shall have the power and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons.

(c) The Members hereby delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware law and subject to Section 7.1(d), all power and authority related to the Company’s management and control of the business and affairs of the Partnership.

(d) Notwithstanding anything herein to the contrary, without obtaining approval of Members representing a Majority Interest, the Company shall not, and shall not take any action to cause the Partnership to, (i) sell all or substantially all of the assets of the Company or the Partnership, (ii) merge or consolidate, (iii) to the fullest extent permitted by Applicable Law, dissolve or liquidate, (iv) make or consent to a general assignment for the benefit of its respective creditors; (v) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the Company or the Partnership, as applicable, or otherwise seek, with respect to the Company or the Partnership, such relief from debtors or protection from creditors generally; or (vi) take various actions similar to those described in any of clauses (i) through (v) of this Section 7.1(d).

Section 7.2 Number; Qualification; Tenure.

(a) The number of Directors constituting the Board shall be at least two and no more than nine, and may be fixed from time to time pursuant to a resolution adopted by Members representing a Majority Interest. A Director need not be a Member. Each Director shall be elected or approved by Members representing a Majority Interest at an annual meeting of the Members and shall serve as a Director of the Company for a term of one year (or their earlier death or removal from office) or until their successors are duly elected and qualified.

(b) The initial Directors of the Company in office at the date of this Agreement are set forth on Exhibit B hereto.

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Section 7.3 Regular Meetings.

Regular quarterly and annual meetings of the Board shall be held at such time and place as shall be designated from time to time by resolution of the Board. Notice of such regular quarterly and annual meetings shall not be required.

Section 7.4 Special Meetings.

A special meeting of the Board may be called at any time at the request of (a) the Chairman of the Board or (b) a majority of the Directors then in office.

Section 7.5 Notice.

Written notice of all special meetings of the Board must be given to all Directors at least two Business Days prior to any special meeting of the Board. All notices and other communications to be given to Directors shall be sufficiently given for all purposes hereunder if in writing and delivered by hand, courier or overnight delivery service or three days after being mailed by certified or registered mail, return receipt requested, with appropriate postage prepaid, or when received in the form of an e-mail or facsimile, and shall be directed to the address, email address or facsimile number as such Director shall designate by notice to the Company. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of such meeting, except for amendments to this Agreement, as provided herein. A meeting may be held at any time without notice if all the Directors are present or if those not present waive notice of the meeting either before or after such meeting.

Section 7.6 Action by Consent of Board.

To the extent permitted by Applicable Law, the Board, or any committee of the Board, may act without a meeting so long as a majority of the members of the Board or committee shall have executed a written consent with respect to any action taken in lieu of a meeting.

Section 7.7 Conference Telephone Meetings.

Directors or members of any committee of the Board may participate in a meeting of the Board or such committee by means of conference telephone or similar communications equipment or by such other means by which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 7.8 Quorum and Action.

A majority of all Directors, present in person or participating in accordance with Section 7.7, shall constitute a quorum for the transaction of business, but if at any meeting of the Board there shall be less than a quorum present, a majority of the Directors present may adjourn the meeting from time to time without further notice. Except as otherwise required by Applicable Law, all decisions of the Board, or any committee of the Board, shall require the affirmative vote of a majority of all Directors of the Board, or any committee of the Board, respectively. The Directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum.

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Section 7.9 Vacancies; Increases in the Number of Directors.

Vacancies and newly created directorships resulting from any increase in the number of Directors shall be filled by the appointment of individuals approved by Members representing a Majority Interest. Any Director so appointed shall hold office until the next annual election and until his successor shall be duly elected and qualified, unless sooner displaced.

Section 7.10 Committees.

(a) The Board may establish committees of the Board and may delegate any of its responsibilities to such committees, except as prohibited by Applicable Law.

(b) The Board shall have an audit committee (the “Audit Committee”) comprised of directors who meet the independence standards required of directors who serve on an audit committee of a board of directors established by the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder and by the New York Stock Exchange or any national securities exchange on which the Common Units are listed (each, an “Audit Committee Independent Director”). The Audit Committee shall establish a written audit committee charter in accordance with the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to time, in each case as amended from time to time. Each member of the Audit Committee shall satisfy the rules and regulations of the Commission and the New York Stock Exchange or any national securities exchange on which the Common Units are listed from time to time, in each case as amended from time to time, pertaining to qualification for service on an audit committee.

(c) The Board may, from time to time, establish a Conflicts Committee. The Conflicts Committee shall be composed of one Conflicts Committee Independent Director at any time where there is only one Conflicts Committee Independent Director on the Board and shall be composed of two or more Conflicts Committee Independent Directors if there is more than one Conflicts Committee Independent Director on the Board. The Conflicts Committee shall function in the manner described in the Partnership Agreement. Notwithstanding any duty otherwise existing at law or in equity, any matter approved by the Conflicts Committee in accordance with the provisions, and subject to the limitations, of the Partnership Agreement, shall not be deemed to be a breach of any fiduciary or other duties owed by the Board or any Director to the Company or the Members.

(d) A majority of any committee, present in person or participating in accordance with Section 7.7, shall constitute a quorum for the transaction of business of such committee.

(e) A majority of any committee may determine its action and fix the time and place of its meetings unless the Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 7.5. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.

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Section 7.11 Removal.

Any Director or the entire Board may be removed at any time, with or without cause, by Members representing a Majority Interest.

Section 7.12 Compensation of Directors.

Except as expressly provided in any written agreement between the Company and a Director or by resolution of the Board, no Director shall receive any compensation from the Company for services provided to the Company in its capacity as a Director, except that each Director shall be compensated for attendance at Board meetings at rates of compensation as from time to time established by the Board or a committee thereof; provided, however, that Directors who are also employees of the Company or any Affiliate thereof shall receive no compensation for their services as Directors or committee members. In addition, the Directors who are not employees of the Company or any Affiliate thereof shall be entitled to be reimbursed for out-of-pocket costs and expenses incurred in connection with attending meetings of the Board or committees thereof.

Section 7.13 Partnership Change of Control.

The Members shall provide the Company with reasonable advance notice of a Partnership Change of Control (as defined in the Omnibus Agreement) planned or to be consummated by the Members to allow the Conflicts Committee to recommend to the Board whatever actions the Conflicts Committee deems necessary or appropriate to protect the unaffiliated, public Limited Partners of the Partnership.

ARTICLE VIII

OFFICERS

Section 8.1 Officers.

(a) The Board shall elect one or more persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its capacity as the general partner of the Partnership. Officers are not “managers” as that term is used in the Act. Any individuals who are elected as officers of the Company shall serve at the pleasure of the Board and shall have such titles and the authority and duties specified in this Agreement or otherwise delegated to each of them, respectively, by the Board from time to time. The salaries or other compensation, if any, of the officers of the Company shall be fixed by the Board.

(b) The officers of the Company may consist of a Chairman of the Board, a Chief Executive Officer, a President, one or more Vice Presidents, a Chief Financial Officer, a General Counsel, a Secretary and such other officers as the Board from time to time may deem proper. The Chairman of the Board, if any, shall be chosen from among the Directors. All officers elected by the Board shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article VIII. The Board may from time to time elect such other officers or appoint such agents as may be necessary or desirable for the conduct of the business of the Company. Such other officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in this Agreement or as may be prescribed by the Board, as the case may be from time to time.

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Section 8.2 Election and Term of Office.

The names and titles of the officers of the Company in office as of the date of this Agreement are set forth on Exhibit C hereto. Thereafter, the officers of the Company shall be elected from time to time by the Board. Each officer shall hold office until such person’s successor shall have been duly elected and qualified or until such person’s death or until he or she shall resign or be removed pursuant to Section 8.10.

Section 8.3 Chairman of the Board.

The Chairman of the Board shall preside, if present, at all meetings of the Board and of the Limited Partners of the Partnership and shall perform such additional functions and duties as the Board may prescribe from time to time. The Directors also may elect a Vice Chairman of the Board to act in the place of the Chairman of the Board upon his or her absence or inability to act.

Section 8.4 Chief Executive Officer.

The Chief Executive Officer, who may be the Chairman or Vice Chairman of the Board and/or the President, shall have general and active management authority over the business of the Company and shall see that all orders and resolutions of the Board are carried into effect. The Chief Executive Officer may sign deeds, mortgages, bonds, contracts or other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by this Agreement to some other officer or agent of the Company, or shall be required by law to be otherwise signed and executed. The Chief Executive Officer shall also perform all duties and have all powers incident to the office of Chief Executive Officer and perform such other duties and may exercise such other powers as may be assigned by this Agreement or prescribed by the Board from time to time.

Section 8.5 President.

The President shall, subject to the control of the Board and the Chief Executive Officer, in general, supervise and control all of the business and affairs of the Company. The President shall preside at all meetings of the Members. The President may sign any deeds, mortgages, bonds, contracts or other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by this Agreement to some other officer or agent of the Company, or shall be required by law to be otherwise signed and executed. The President shall perform all duties and have all powers incident to the office of President and perform such other duties and may exercise such other powers as may be delegated by the Chief Executive Officer or as may be prescribed by the Board from time to time.

Section 8.6 Vice Presidents.

Any Executive Vice President, Senior Vice President and Vice President, in the order of seniority, unless otherwise determined by the Board, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. They shall also perform the usual and customary duties and have the powers that pertain to such office and generally assist the President by executing contracts and agreements and exercising such other powers and performing such other duties as are delegated to them by the Chief Executive Officer or President or as may be prescribed by the Board from time to time.

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Section 8.7 Chief Financial Officer.

The Chief Financial Officer shall perform all duties and have all powers incident to the office of the Chief Financial Officer and in general have overall supervision of the financial operations of the Company. The Chief Financial Officer shall receive and deposit all moneys and other valuables belonging to the Company in the name and to the credit of the Company and shall disburse the same and only in such manner as the Board or the appropriate officer of the Company may from time to time determine. The Chief Financial Officer shall render to the Board, the Chief Executive Officer and the President, whenever any of them request it, an account of all his or her transactions as Chief Financial Officer and of the financial condition of the Company, and shall perform such other duties and may exercise such other powers as may be delegated by the Chief Executive Officer or President or as may be prescribed by the Board from time to time. The Chief Financial Officer shall have the same power as the President and Chief Executive Officer to execute documents on behalf of the Company.

Section 8.8 General Counsel.

The General Counsel shall be the principal legal officer of the Company. The General Counsel shall have general direction of and supervision over the legal affairs of the Company and shall advise the Board and the officers of the Company on all legal matters. The General Counsel shall perform such other duties and may exercise such other powers as may be delegated by the Chief Executive Officer or President or as may be prescribed by the Board from time to time.

Section 8.9 Secretary.

The Secretary shall keep or cause to be kept, in one or more books provided for that purpose, the minutes of all meetings of the Board, the committees of the Board and the Members and of the Limited Partners. The Secretary shall see that all notices are duly given in accordance with the provisions of this Agreement and as required by Applicable Law; shall be custodian of the records and the seal of the Company (if any) and affix and attest the seal (if any) to all documents to be executed on behalf of the Company under its seal; and shall see that the books, reports, statements, certificates and other documents and records required by Applicable Law to be kept and filed are properly kept and filed; and in general, shall perform all duties and have all powers incident to the office of Secretary and perform such other duties and may exercise such other powers as may be delegated by the Chief Executive Officer or President or as may be prescribed by the Board from time to time.

Section 8.10 Removal.

Any officer elected, or agent appointed, by the Board may be removed, with or without cause, by the affirmative vote of a majority of the Board whenever, in such majority’s judgment, the best interests of the Company would be served thereby. No officer shall have any contractual rights against the Company for compensation by virtue of such election beyond the date of the election of such person’s successor, such person’s death, such person’s resignation or such person’s removal, whichever event shall first occur, except as otherwise provided in an employment contract or under an employee deferred compensation plan.

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Section 8.11 Vacancies.

A newly created elected office and a vacancy in any elected office because of death, resignation or removal may be filled by the Board for the unexpired portion of the term at any meeting of the Board.

ARTICLE IX

INDEMNITY AND LIMITATION OF LIABILITY

Section 9.1 Indemnification.

(a) To the fullest extent permitted by Applicable Law but subject to the limitations expressly provided in this Agreement, all Indemnitees shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity on behalf of or for the benefit of the Company; provided, however, that the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 9.1 shall be made only out of the assets of the Company, it being agreed that the Members shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(b) To the fullest extent permitted by Applicable Law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 9.1(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 9.1, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 9.1.

(c) The indemnification provided by this Section 9.1 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

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(d) The Company may purchase and maintain (or reimburse its Affiliates for the cost of) insurance on behalf of the Indemnitees, the Company and its Affiliates and such other Persons as the Company shall determine, against any liability that may be asserted against or expense that may be incurred by such Person in connection with the Company’s activities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(e) For purposes of this Section 9.1, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 9.1; and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose subjectively believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(f) In no event may an Indemnitee subject the Members to personal liability by reason of the indemnification provisions set forth in this Agreement.

(g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 9.1 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(h) The provisions of this Section 9.1 are for the benefit of the Indemnitees, their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other Persons.

(i) No amendment, modification or repeal of this Section 9.1 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 9.1 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(j) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO SECTION 9.1(a), THE PROVISIONS OF THE INDEMNIFICATION PROVIDED IN THIS SECTION 9.1 ARE INTENDED BY THE PARTIES TO APPLY EVEN IF SUCH PROVISIONS HAVE THE EFFECT OF EXCULPATING THE INDEMNITEE FROM LEGAL RESPONSIBILITY FOR THE CONSEQUENCES OF SUCH PERSON’S NEGLIGENCE, FAULT OR OTHER CONDUCT.

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Section 9.2 Liability of Indemnitees.

(a) Notwithstanding anything to the contrary set forth in this Agreement or the Partnership Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Partnership, the Members or any other Person bound by this Agreement, for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, with respect to the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b) Subject to its obligations and duties as set forth in Article VII, the Board and any committee thereof may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through the Company’s officers or agents, and neither the Board nor any committee thereof shall be responsible for any misconduct or negligence on the part of any such officer or agent appointed by the Board or any committee thereof in good faith.

(c) Except as expressly set forth in this Agreement, no Member or any other Indemnitee shall have any duties or liabilities, including fiduciary duties, to the Company or any other Member and the provisions of this Agreement, to the extent that they restrict, eliminate or otherwise modify the duties and liabilities, including fiduciary duties, of the Members or any other Indemnitee otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of the Members and such other Indemnitee.

(d) No amendment, modification or repeal of this Section 9.2 or any provision hereof shall in any manner affect the limitations on the liability of any Indemnitee under this Section 9.2 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

ARTICLE X

TAXES

Section 10.1 Taxes.

(a) The Board shall from time to time designate a Member to act as the “tax matters partner” under Section 6231 of the Internal Revenue Code, subject to replacement by the Board (such Member, the “Tax Matters Member”). The Tax Matters Member will be QEPFS. The Tax Matters Member shall prepare and timely file (on behalf of the Company) all state and local tax returns, if any, required to be filed by the Company. The Company shall bear the costs of the preparation and filing of its returns.

(b) The Company and the Members acknowledge that for federal income tax purposes, the Company will be disregarded as an entity separate from the Members pursuant to Treasury Regulation § 301.7701-3 as long as all of the Membership Interests in the Company are owned by a sole Member.

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ARTICLE XI

BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS

Section 11.1 Maintenance of Books.

(a) The Board shall keep or cause to be kept at the principal office of the Company or at such other location approved by the Board complete and accurate books and records of the Company, supporting documentation of the transactions with respect to the conduct of the Company’s business and minutes of the proceedings of the Board and any other books and records that are required to be maintained by Applicable Law.

(b) The books of account of the Company shall be maintained on the basis of a fiscal year that is the calendar year and on an accrual basis in accordance with United States generally accepted accounting principles, consistently applied.

Section 11.2 Reports.

The Board shall cause to be prepared and delivered to each Member such reports, forecasts, studies, budgets and other information as the Members may reasonably request from time to time.

Section 11.3 Bank Accounts.

Funds of the Company shall be deposited in such banks or other depositories as shall be designated from time to time by the Board. All withdrawals from any such depository shall be made only as authorized by the Board and shall be made only by check, wire transfer, debit memorandum or other written instruction.

ARTICLE XII

DISSOLUTION, WINDING-UP, TERMINATION AND CONVERSION

Section 12.1 Dissolution.

(a) The Company shall dissolve and its affairs shall be wound up on the first to occur of the following events (each a “Dissolution Event”):

(i) the unanimous consent of the Members;

(ii) entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; and

(iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(b) No other event shall cause a dissolution of the Company.

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(c) Upon the occurrence of any event that causes there to be no Members of the Company, to the fullest extent permitted by Applicable Law, the personal representative of the last remaining Member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such Member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute Member of the Company, effective as of the occurrence of the event that terminated the continued membership of such Member in the Company.

(d) Notwithstanding any other provision of this Agreement, the Bankruptcy of a Member shall not cause such Member to cease to be a member of the Company and, upon the occurrence of such an event, the Company shall continue without dissolution.

Section 12.2 Winding-Up and Termination.

(a) On the occurrence of a Dissolution Event, the Members shall act as, or alternatively appoint, a liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense. The steps to be accomplished by the liquidator are as follows:

(i) as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last day of the month in which the dissolution occurs or the final winding up is completed, as applicable;

(ii) subject to the Act, the liquidator shall discharge from Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in winding up or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidator may reasonably determine)); and

(iii) all remaining assets of the Company shall be distributed to the Members in accordance with Section 6.1.

(b) The distribution of cash or property to a Member in accordance with the provisions of this Section 12.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, such Member shall have no claim against any other Member for those funds.

Section 12.3 Deficit Capital Accounts.

No Member will be required to pay to the Company, to any other Member or to any third party any deficit balance that may exist from time to time in the Member’s Capital Account.

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Section 12.4 Certificate of Cancellation.

On completion of the winding up of the Company as provided herein and under the Act, the Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate, except as may be otherwise provided by the Act or by Applicable Law.

ARTICLE XIII

MERGER, CONSOLIDATION OR CONVERSION

Section 13.1 Authority.

Subject to compliance with Section 7.1(d), the Company may merge or consolidate with one or more domestic corporations, limited liability companies, statutory trusts or associations, real estate investment trusts, common law trusts or unincorporated businesses, including a partnership (whether general or limited (including a limited liability partnership)), or convert into any such domestic entity, pursuant to a written agreement of merger or consolidation (“Merger Agreement”) or a written plan of conversion (“Plan of Conversion”), as the case may be, in accordance with this Article XIII. The surviving entity to any such merger, consolidation or conversion is referred to herein as the “Surviving Business Entity.”

Section 13.2 Procedure for Merger, Consolidation or Conversion.

(a) The merger, consolidation or conversion of the Company pursuant to this Article XIII requires the prior approval of a majority of the Board and compliance with Section 13.3.

(b) If the Board shall determine to consent to a merger or consolidation, the Board shall approve the Merger Agreement, which shall set forth:

(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;

(ii) the name and jurisdiction of formation or organization of the Surviving Business Entity that is to survive the proposed merger or consolidation;

(iii) the terms and conditions of the proposed merger or consolidation;

(iv) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the Surviving Business Entity; and (A) if any general or limited partner interests, securities or rights of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity, the cash, property or interests, rights, securities or obligations of any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity) which the holders of such general or limited

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partner interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (B) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;

(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership, certificate of formation, limited liability company agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;

(vi) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 13.4 or a later date specified in or determinable in accordance with the Merger Agreement; provided, however, that if the effective time of the merger is to be later than the date of the filing of such certificate of merger, the effective time shall be fixed at a date or time certain at or prior to the time of the filing of such certificate of merger and stated therein; and

(vii) such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the Board.

(c) If the Board shall determine to consent to a conversion of the Company, the Board shall approve and adopt a Plan of Conversion containing such terms and conditions that the Board of Directors determines to be necessary or appropriate.

Section 13.3 Approval by Members of Merger, Consolidation or Conversion.

(a) The Board, upon its approval of the Merger Agreement or Plan of Conversion, as the case may be, shall direct that the Merger Agreement or the Plan of Conversion, as applicable, be submitted to a vote of the Members, whether at a meeting or by written consent. A copy or a summary of the Merger Agreement or the Plan of Conversion, as applicable, shall be included in or enclosed with the notice of a special meeting or the written consent.

(b) The Merger Agreement or the Plan of Conversion, as applicable, shall be approved upon receiving the affirmative vote or consent of Members representing a Majority Interest.

(c) After such approval by vote or consent of the Members, and at any time prior to the filing of the certificate of merger, consolidation or conversion pursuant to Section 13.4, the merger, consolidation or conversion may be abandoned pursuant to provisions therefor, if any, set forth in the Merger Agreement or the Plan of Conversion, as the case may be.

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Section 13.4 Certificate of Merger, Consolidation or Conversion.

(a) Upon the required approval by the Board and the Members of a Merger Agreement or a Plan of Conversion, as the case may be, a certificate of merger, consolidation or conversion, as applicable, shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Act and shall have such effect as provided under the Act or other Applicable Law.

(b) A merger, consolidation or conversion effected pursuant to this Article XIII shall not (i) to the fullest extent permitted by Applicable Law, be deemed to result in a transfer or assignment of assets or liabilities from one entity to another having occurred or (ii) require the Company (if it is not the Surviving Business Entity) to wind up its affairs, pay its liabilities or distribute its assets as required under Article XII of this Agreement or under the applicable provisions of the Act.

ARTICLE XIV

GENERAL PROVISIONS

Section 14.1 Offset.

Whenever the Company is to pay any sum to any Member, any amounts that Member owes the Company may be deducted from that sum before payment.

Section 14.2 Notices.

All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”) required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery or facsimile, addressed as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given on the date of service or transmission if personally served or transmitted by facsimile. Notice otherwise sent as provided herein shall be deemed given upon delivery of such notice:

To the Company:

QEP Midstream Partners GP, LLC

19100 Ridgewood Parkway

San Antonio, Texas 78259-1828

Attn: President

Telephone: (210) 626-6000

Fax: (210) (210) 745-4441

To the Sole Member:

QEP Field Services, LLC

19100 Ridgewood Parkway

San Antonio, Texas 78259-1828

Attn: President

Telephone: (210) 626-6000

Fax: (210) 626-4051

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Section 14.3 Entire Agreement; Superseding Effect.

This Agreement constitutes the entire agreement of the Members relating to the Company and the transactions contemplated hereby, and supersedes all provisions and concepts contained in all prior contracts or agreements between the Members with respect to the Company, whether oral or written.

Section 14.4 Effect of Waiver or Consent.

Except as otherwise provided in this Agreement, a waiver or consent, express or implied, to or of any breach or default by any Member in the performance by that Member of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Member of the same or any other obligations of that Member with respect to the Company. Except as otherwise provided in this Agreement, failure on the part of a Member to complain of any act of any Member or to declare any Member in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Member of its rights with respect to that default until the applicable statute-of-limitations period has run.

Section 14.5 Amendment or Restatement.

This Agreement may be amended or restated only by a written instrument executed by all Members; provided, however, that, notwithstanding anything to the contrary contained in this Agreement, each Member agrees that the Board, without the approval of any Member, may amend any provision of the Delaware Certificate and this Agreement, and may authorize any officer to execute, swear to, acknowledge, deliver, file and record any such amendment and whatever documents may be required in connection therewith, to reflect any change that does not require consent or approval (or for which such consent or approval has been obtained) under this Agreement or does not materially adversely affect the rights of the Members.

Section 14.6 Binding Effect.

Subject to the restrictions on Dispositions set forth in this Agreement, this Agreement is binding on and shall inure to the benefit of the Members and their respective successors and permitted assigns.

Section 14.7 Governing Law; Severability.

THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and (a) any mandatory, non-waivable provision of the Act, such provision of the Act shall control. If

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any provision of the Act may be varied or superseded in a limited liability company agreement (or otherwise by agreement of the members or managers of a limited liability company), such provision shall be deemed superseded and waived in its entirety if this Agreement contains a provision addressing the same issue or subject matter. If any provision of this Agreement or the application thereof to any Member or circumstance is held invalid or unenforceable to any extent, (x) the remainder of this Agreement and the application of that provision to other Members or circumstances is not affected thereby, and (y) the Members shall negotiate in good faith to replace that provision with a new provision that is valid and enforceable and that puts the Members in substantially the same economic, business and legal position as they would have been in if the original provision had been valid and enforceable.

Section 14.8 Venue.

Any and all claims, suits, actions or proceedings arising out of, in connection with or relating in any way to this Agreement shall be exclusively brought in the Court of Chancery of the State of Delaware. Each party hereto unconditionally and irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware with respect to any such claim, suit, action or proceeding and waives any objection that such party may have to the laying of venue of any claim, suit, action or proceeding in the Court of Chancery of the State of Delaware.

Section 14.9 Further Assurances.

In connection with this Agreement and the transactions contemplated hereby, each Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and those transactions.

Section 14.10 Waiver of Certain Rights.

Each Member, to the fullest extent permitted by Applicable Law, irrevocably waives any right it may have to maintain any action for dissolution of the Company or for partition of the property of the Company.

Section 14.11 Counterparts.

This Agreement may be executed in any number of counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument. The use of facsimile signatures and signatures delivered by email in portable document format (.pdf) affixed in the name and on behalf of a party is expressly permitted by this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above.

MEMBER:
QEP Field Services, LLC
By:	/s/ Charles S. Parrish
	Name:	Charles S. Parrish
	Title:	Vice President, General Counsel and Secretary

Signature Page to the Second Amended and Restated Limited Liability Company Agreement of QEP Midstream Partners GP, LLC

EXHIBIT A

MEMBERS

Member	Sharing Ratio	Capital Contribution
QEP Field Services, LLC	100%	$1,000

A-1

EXHIBIT B

DIRECTORS

Gregory J. Goff	Chairman of the Board
Phillip M. Anderson	Director
Keith M. Casey	Director
Charles S. Parrish	Director
Steven M. Sterin	Director
Greg C. King	Director
Susan O. Rheney	Director
Don A. Turkleson	Director

B-1

EXHIBIT C

OFFICERS

Gregory J. Goff	Chairman of the Board and Chief Executive Officer
Phillip M. Anderson	President
Keith M. Casey	Vice President, Operations
Arlen O. Glenewinkel	Vice President and Controller
Brad S. Lakhia	Vice President and Treasurer
Charles S. Parrish	Vice President, General Counsel and Secretary
Steven M. Sterin	Vice President and Chief Financial Officer
Nate E. Weeks	Vice President, Business Development
D. Jeffrey Haffner	Associate General Counsel and Assistant Secretary
Carrie P. Ryan	Assistant Secretary
John R. Sherburne	Assistant Secretary

C-1

EX-99.6

Exhibit 6

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned does hereby consent and agree to the joint filing on behalf of each of them of a Statement on Schedule 13D and all amendments thereto with respect to the units representing limited partner interests in QEP Midstream Partners, LP beneficially owned by each of them, as applicable, and to the inclusion of this Joint Filing Agreement as an exhibit thereto.

Dated: December 12, 2014

TESORO CORPORATION
By:	/s/ Charles S. Parrish
Charles S. Parrish
Executive Vice President, General Counsel and Secretary
TESORO REFINING & MARKETING COMPANY LLC
By:	/s/ Charles S. Parrish
Charles S. Parrish
Executive Vice President and Secretary
TESORO ALASKA COMPANY LLC
By:	/s/ Charles S. Parrish
Charles S. Parrish
Executive Vice President, General Counsel and Secretary
TESORO LOGISTICS GP, LLC
By:	/s/ Charles S. Parrish
Charles S. Parrish
Vice President, General Counsel and Secretary

TESORO LOGISTICS LP
By: Tesoro Logistics GP, LLC, its General Partner
By:	/s/ Charles S. Parrish
Charles S. Parrish
Vice President, General Counsel and Secretary
QEP Field Services, LLC
By:	/s/ Charles S. Parrish
Charles S. Parrish
Vice President, General Counsel and Secretary