EX-99.(H)(3) 5 ex99h3.htm EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT ex99h3.htm
EXPENSE LIMITATION AGREEMENT



May 23, 2013

Oppenheimer SteelPath MLP Funds Trust
2100 McKinney Avenue, Suite 1401
Dallas, Texas 75201

Dear Ladies and Gentlemen:

As investment adviser to the Oppenheimer SteelPath MLP Funds Trust (“Trust”), OFI SteelPath, Inc. (“OFI SteelPath”), agrees to waive its fees and/or reimburse expenses of the separate series of the Trust (each, a “Fund”) and their respective classes of shares (each a “Class”) to the extent that the annualized operating expenses of that Fund or Class exceed the limitations (“Expense Limitations”) and until the period-end date set forth in Attachment A (“Agreement”).  For purposes of this Agreement, annual operating expenses shall not include interest expenses, taxes, such as deferred tax expenses, brokerage commissions, acquired fund fees and expenses, dividend costs related to short sales and extraordinary expenses, such as litigation expenses.

For a period not to exceed three (3) years from the date OFI SteelPath waives a fee or pays an expense hereunder, OFI SteelPath may, in its discretion, recover such fee or expense from the Fund or Class to the extent that total annual operating expenses for the Fund or Class on the date of recovery do not exceed the expense limitations set forth in Attachment A for the Fund or Class.  The determination as to whether OFI SteelPath may recover fees waived and/or expenses reimbursed is made for each Fund or Class without regard to any other Fund or Class.

OFI SteelPath agrees that it shall look only to the assets of the Fund or Class, as applicable, for performance of this Agreement and for any claims for payment.  No trustees, officers, employees, agents or shareholders of the Trust shall be personally liable for performance by the Fund or Class under this Agreement.

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, except insofar as the Investment Company Act of 1940, as amended, or other federal laws and regulations may be controlling.  Any amendment to this Agreement shall be in writing signed by the parties hereto. Subject to approval by OFI SteelPath, this Agreement may be amended or terminated by the Trust’s Board of Trustees without the approval of Trust shareholders.


 
 
 

Very truly yours,

OFI STEELPATH, INC.


By:           /s/ Ari S. Gabinet

Name:           Ari S. Gabinet
Title:             Chief Legal Officer



OPPENHEIMER STEELPATH MLP FUNDS TRUST


By:  /s/ Taylor V. Edwards

Name:          Taylor V. Edwards
Title:           Assistant Secretary
 
 
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Attachment A
Expense Limitations
(as a percent of average daily net assets)

           
Expense
           
Limitation
 
Class
A
Class
C
Class I
Class Y
Class
W
Period Ends
             
Oppenheimer SteelPath MLP Select 40 Fund
1.10%
1.85%
N/A
0.85%
0.85%
3/29/15
             
Oppenheimer SteelPath MLP Alpha Fund
1.50%
2.25%
N/A
1.25%
  
3/29/15
             
Oppenheimer SteelPath MLP Income Fund
1.35%
2.10%
N/A
1.10%
  
3/29/15
             
Oppenheimer SteelPath MLP Alpha Plus Fund
2.00%
2.75%
N/A
1.75%
  
3/29/15
             
Oppenheimer SteelPath MLP and Infrastructure Debt Fund
1.15%
1.90%
N/A
0.90%
  
3/29/15

Dated as of: May 23, 2013

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