MainGate Trust POS EX Additional exhibits for listing

Filed with the U.S. Securities and Exchange Commission on August 2, 2023

1933 Act Registration File No. 333-170422

1940 Act File No. 811-22492

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933		[	X	]
Pre-Effective Amendment No.		[		]
Post-Effective Amendment No.	24	[	X	]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940		[	X	]
Amendment No.	27	[	X	]

(Check appropriate box or boxes)

MainGate Trust

(Exact Name of Registrant as Specified in Charter)

6075 Poplar Ave., Suite 720

Memphis, TN 38119

(Address of Principal Executive Offices)

(Registrant’s Telephone Number, including Area Code) - (901) 537-1866

Geoffrey P. Mavar

MainGate Trust

6075 Poplar Ave., Suite 720

Memphis, TN 38119

(Name and Address of Agent for Service)

With copies to:

Dee Anne Sjögren

Faegre Drinker Biddle & Reath LLP

1500 K Street NW, Suite 1100

Washington, DC 20005

It is proposed that this filing will become effective

☒	immediately upon filing pursuant to paragraph (b)
☐	on __________ pursuant to paragraph (b)
☐	60 days after filing pursuant to paragraph (a)(1)
☐	on __________ pursuant to paragraph (a)(1)
☐	75 days after filing pursuant to paragraph (a)(2)
☐	on __________ pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box

[ ]    this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

This amendment consists of the following:

(1) Facing sheet of the Registration Statement; and

(2) Part C of the Registration Statement (including signature page).

The Prospectus and Statement of Additional Information are incorporated by reference from Post-Effective Amendment No. 23 to the Registration Statement on Form N-1A of MainGate Trust filed on March 31, 2023.

Explanatory Note: This Post-Effective Amendment No. 24 to the Registration Statement on Form N-1A of MainGate Trust is being filed in order to file as Exhibit 99.j(2) the Consent of Independent Registered Public Accounting Firm Cohen & Company, Ltd.

MAINGATE TRUST

PART C

OTHER INFORMATION

Item 28. Exhibits

(a)		Agreement and Declaration of Trust – is herein incorporated by reference to Registrant’s Pre-Effective Amendment on Form N-1A filed on November 5, 2010.
(b)		ByLaws – are herein incorporated by reference to Registrant’s Pre-Effective Amendment on Form N-1A filed on November 5, 2010.
(c)		Instruments Defining Rights of Security Holders – None.
(d)		Investment Advisory Agreement – is herein incorporated by reference to Registrant’s Post-Effective Amendment No. 2 on Form N-1A filed on March 29, 2012.
(e)		Distribution Agreement – is herein incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 on Form N-1A filed on February 4, 2011.
		(A)	Novation Agreement dated March 2020 by and between Quasar Distributors, LLC, MainGate MLP Fund and Chickasaw Capital Management LLC – is herein incorporated by reference to Registrant’s Post-Effective Amendment No. 22 on Form N-1A filed on March 29, 2022.
		(B)	Novation Agreement dated October 2021 by and between Quasar Distributors, LLC, MainGate MLP Fund and Chickasaw Capital Management LLC – is herein incorporated by reference to Registrant’s Post-Effective Amendment No. 22 on Form N-1A filed on March 29, 2022.
(f)		Bonus or Profit Sharing Contracts – None.
(g)		Custodian Agreement – is herein incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 on Form N-1A filed on February 4, 2011.
(h)	(1)	Fund Administration Servicing Agreement is herein incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 on Form N-1A filed on February 4, 2011.
	(2)	Fund Accounting Servicing Agreement is herein incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 on Form N-1A filed on February 4, 2011.
	(3)	Transfer Agent Servicing Agreement is herein incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 on Form N-1A filed on February 4, 2011.
		(A)	Addendum to Transfer Agent Servicing Agreement is herein incorporated by reference to Registrant’s Post-Effective Amendment No. 15 on Form N-1A filed on March 28, 2018.
	(4)	Expense Cap Side Letter – is herein incorporated by reference to Registrant’s Post-Effective Amendment No. 22 on Form N-1A filed on March 29, 2022.
	(5)	Power of Attorney dated January 10, 2011 is herein incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 on Form N-1A filed on February 4, 2011.

	(6)	Vigilant Compliance Services Service Agreement is herein incorporated by reference to Registrant’s Post-Effective Amendment No. 7 on Form N-1A filed on March 26, 2014.
	(7)	Vigilant Compliance Services Addendum to Services Agreement is herein incorporated by reference to Registrant’s Post-Effective Amendment No. 7 on Form N-1A filed on March 26, 2014.
(i)	(1)	Legal Opinion – is herein incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 on Form N-1A filed on February 4, 2011.
(j)	(1)	Consent of Independent Registered Public Accounting Firm BDO USA, LLP is herein incorporated by reference to Registrant’s Post-Effective Amendment No. 23 on Form N-1A filed on March 31, 2023.
	(2)	Consent of Independent Registered Public Accounting Firm Cohen & Company, Ltd. – filed herewith.
(k)		Omitted Financial Statements – None.
(l)		Initial Capital Agreements – are herein incorporated by reference to Registrant’s Pre-Effective Amendment on Form N-1A filed on February 4, 2011.
(m)	(1)	Rule 12b-1 Plan – Class A Rule 12b-1 Plan is herein incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 on Form N-1A filed on February 4, 2011.
	(2)	Rule 12b-1 Plan – Class C Rule 12b-1 Plan is herein incorporated by reference to Registrant’s Post-Effective Amendment No. 7 on Form N-1A filed on March 26, 2014.
(n)		Amended and Restated Rule 18f-3 Plan is herein incorporated by reference to Registrant’s Post-Effective Amendment No. 7 on Form N-1A filed on March 26, 2014.
(o)		Reserved.
(p)	(1)	Code of Ethics – is herein incorporated by reference to Registrant’s Post-Effective Amendment No. 2 on Form N-1A filed on March 29, 2012.

Item 29.  Persons Controlled by or Under Common Control with Registrant

No person is directly or indirectly controlled by or under common control with the Registrant.

Item 30.  Indemnification

Pursuant to Rule 484 under the Securities Act of 1933, as amended, (the “Securities Act”) the Registrant furnishes the following undertaking:  “Insofar as indemnification for liability arising under the Securities Act may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission (“SEC”) such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.”

Item 31.  Business and Other Connections of Investment Adviser

With respect to Chickasaw Capital Management, LLC (the “Adviser”), the response to this Item will be incorporated by reference to the Advisor’s current Uniform Application for Investment Adviser Registration (Form ADV) on file with the SEC (File No. 801-62121).  The Adviser’s Form ADV may be obtained, free of charge, at the SEC’s website at www.adviserinfo.sec.gov.

Item 32.  Principal Underwriter

(a)Quasar Distributors, LLC, the Registrant’s principal underwriter, serves as principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended:

1.American Trust Allegiance Fund, Series of Advisors Series Trust

2.Capital Advisors Growth Fund, Series of Advisors Series Trust

3.Chase Growth Fund, Series of Advisors Series Trust

4.Davidson Multi Cap Equity Fund, Series of Advisors Series Trust

5.Edgar Lomax Value Fund, Series of Advisors Series Trust

6.First Sentier American Listed Infrastructure Fund, Series of Advisors Series Trust

7.First Sentier Global Listed Infrastructure Fund, Series of Advisors Series Trust

8.Fort Pitt Capital Total Return Fund, Series of Advisors Series Trust

9.Huber Large Cap Value Fund, Series of Advisors Series Trust

10.Huber Mid Cap Value Fund, Series of Advisors Series Trust

11.Huber Select Large Cap Value Fund, Series of Advisors Series Trust

12.Huber Small Cap Value Fund, Series of Advisors Series Trust

13.Logan Capital Broad Innovative Growth ETF, Series of Advisors Series Trust

14.O’Shaughnessy Market Leaders Value Fund, Series of Advisors Series Trust

15.PIA BBB Bond Fund, Series of Advisors Series Trust

16.PIA High Yield Fund, Series of Advisors Series Trust

17.PIA High Yield (MACS) Fund, Series of Advisors Series Trust

18.PIA MBS Bond Fund, Series of Advisors Series Trust

19.PIA Short-Term Securities Fund, Series of Advisors Series Trust

20.Poplar Forest Cornerstone Fund, Series of Advisors Series Trust

21.Poplar Forest Partners Fund, Series of Advisors Series Trust

22.Pzena Emerging Markets Value Fund, Series of Advisors Series Trust

23.Pzena International Small Cap Value Fund, Series of Advisors Series Trust

24.Pzena International Value Fund, Series of Advisors Series Trust

25.Pzena Mid Cap Value Fund, Series of Advisors Series Trust

26.Pzena Small Cap Value Fund, Series of Advisors Series Trust

27.Reverb ETF, Series of Advisors Series Trust

28.Scharf Fund, Series of Advisors Series Trust

29.Scharf Global Opportunity Fund, Series of Advisors Series Trust

30.Scharf Multi-Asset Opportunity Fund, Series of Advisors Series Trust

31.Semper MBS Total Return Fund, Series of Advisors Series Trust

32.Semper Short Duration Fund, Series of Advisors Series Trust

33.Shenkman Capital Floating Rate High Income Fund, Series of Advisors Series Trust

34.Shenkman Capital Short Duration High Income Fund, Series of Advisors Series Trust

35.VegTech Plant-based Innovation & Climate ETF, Series of Advisors Series Trust

36.The Aegis Funds

37.Allied Asset Advisors Funds

38.Angel Oak Funds Trust

39.Angel Oak Strategic Credit Fund

40.Barrett Opportunity Fund, Inc.

41.Brookfield Investment Funds

42.Buffalo Funds

43.Cushing® Mutual Funds Trust

44.DoubleLine Funds Trust

45.EA Series Trust (f/k/a Alpha Architect ETF Trust)

46.Ecofin Tax-Advantaged Social Impact Fund, Inc.

47.AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF, Series of ETF Series Solutions

48.AAM Low Duration Preferred and Income Securities ETF, Series of ETF Series Solutions

49.AAM S&P 500 Emerging Markets High Dividend Value ETF, Series of ETF Series Solutions

50.AAM S&P 500 High Dividend Value ETF, Series of ETF Series Solutions

51.AAM S&P Developed Markets High Dividend Value ETF, Series of ETF Series Solutions

52.AAM Transformers ETF, Series of ETF Series Solutions

53.AlphaMark Actively Managed Small Cap ETF, Series of ETF Series Solutions

54.Aptus Collared Income Opportunity ETF, Series of ETF Series Solutions

55.Aptus Defined Risk ETF, Series of ETF Series Solutions

56.Aptus Drawdown Managed Equity ETF, Series of ETF Series Solutions

57.Aptus Enhanced Yield ETF, Series of ETF Series Solutions

58.Aptus Large Cap Enhanced Yield ETF, Series of ETF Series Solutions

59.Blue Horizon BNE ETF, Series of ETF Series Solutions

60.BTD Capital Fund, Series of ETF Series Solutions

61.Carbon Strategy ETF, Series of ETF Series Solutions

62.Cboe Vest 10 Year Interest Rate Hedge ETF, Series of ETF Series Solutions

63.ClearShares OCIO ETF, Series of ETF Series Solutions

64.ClearShares Piton Intermediate Fixed Income Fund, Series of ETF Series Solutions

65.ClearShares Ultra-Short Maturity ETF, Series of ETF Series Solutions

66.Distillate International Fundamental Stability & Value ETF, Series of ETF Series Solutions

67.Distillate Small/Mid Cash Flow ETF, Series of ETF Series Solutions

68.Distillate U.S. Fundamental Stability & Value ETF, Series of ETF Series Solutions

69.ETFB Green SRI REITs ETF, Series of ETF Series Solutions

70.Hoya Capital High Dividend Yield ETF, Series of ETF Series Solutions

71.Hoya Capital Housing ETF, Series of ETF Series Solutions

72.iBET Sports Betting & Gaming ETF, Series of ETF Series Solutions

73.International Drawdown Managed Equity ETF, Series of ETF Series Solutions

74.LHA Market State Alpha Seeker ETF, Series of ETF Series Solutions

75.LHA Market State Tactical Beta ETF, Series of ETF Series Solutions

76.LHA Market State Tactical Q ETF, Series of ETF Series Solutions

77.LHA Risk-Managed Income ETF, Series of the ETF Series Solutions

78.Loncar Cancer Immunotherapy ETF, Series of ETF Series Solutions

79.Loncar China BioPharma ETF, Series of ETF Series Solutions

80.McElhenny Sheffield Managed Risk ETF, Series of ETF Series Solutions

81.Nationwide Dow Jones® Risk-Managed Income ETF, Series of ETF Series Solutions

82.Nationwide Nasdaq-100 Risk-Managed Income ETF, Series of ETF Series Solutions

83.Nationwide Russell 2000® Risk-Managed Income ETF, Series of ETF Series Solutions

84.Nationwide S&P 500® Risk-Managed Income ETF, Series of ETF Series Solutions

85.NETLease Corporate Real Estate ETF, Series of ETF Series Solutions

86.Opus Small Cap Value ETF, Series of ETF Series Solutions

87.Roundhill Acquirers Deep Value ETF, Series of ETF Series Solutions

88.The Acquirers Fund, Series of ETF Series Solutions

89.U.S. Global GO GOLD and Precious Metal Miners ETF, Series of ETF Series Solutions

90.U.S. Global JETS ETF, Series of ETF Series Solutions

91.U.S. Global Sea to Sky Cargo ETF, Series of ETF Series Solutions

92.US Vegan Climate ETF, Series of ETF Series Solutions

93.First American Funds, Inc.

94.FundX Investment Trust

95.The Glenmede Fund, Inc.

96.The Glenmede Portfolios

97.The GoodHaven Funds Trust

98.Greenspring Fund, Incorporated

99.Harding, Loevner Funds, Inc.

100.Hennessy Funds Trust

101.Horizon Funds

102.Hotchkis & Wiley Funds

103.Intrepid Capital Management Funds Trust

104.Jacob Funds Inc.

105.The Jensen Quality Growth Fund Inc.

106.Kirr, Marbach Partners Funds, Inc.

107.Core Alternative ETF, Series of Listed Funds Trust

108.Wahed Dow Jones Islamic World ETF, Series of Listed Funds Trust

109.Wahed FTSE USA Shariah ETF, Series of Listed Funds Trust

110.LKCM Funds

111.LoCorr Investment Trust

112.MainGate Trust

113.ATAC Rotation Fund, Series of Managed Portfolio Series

114.Cove Street Capital Small Cap Value Fund, Series of Managed Portfolio Series

115.Ecofin Global Energy Transition Fund, Series of Managed Portfolio Series

116.Ecofin Global Renewables Infrastructure Fund, Series of Managed Portfolio Series

117.Ecofin Global Water ESG Fund, Series of Managed Portfolio Series

118.Ecofin Sustainable Water Fund, Series of Managed Portfolio Series

119.Jackson Square Large-Cap Growth Fund, Series of Managed Portfolio Series

120.Jackson Square SMID-Cap Growth Fund, Series of Managed Portfolio Series

121.Kensington Active Advantage Fund, Series of Managed Portfolio Series

122.Kensington Capital Defender Fund, Series of Managed Portfolio Series

123.Kensington Dynamic Growth Fund, Series of Managed Portfolio Series

124.Kensington Managed Income Fund, Series of Managed Portfolio Series

125.LK Balanced Fund, Series of Managed Portfolio Series

126.Muhlenkamp Fund, Series of Managed Portfolio Series

127.Nuance Concentrated Value Fund, Series of Managed Portfolio Series

128.Nuance Concentrated Value Long Short Fund, Series of Managed Portfolio Series

129.Nuance Mid Cap Value Fund, Series of Managed Portfolio Series

130.Port Street Quality Growth Fund, Series of Managed Portfolio Series

131.Principal Street High Income Municipal Fund, Series of Managed Portfolio Series

132.Principal Street Short Term Municipal Fund, Series of Managed Portfolio Series

133.Reinhart Genesis PMV Fund, Series of Managed Portfolio Series

134.Reinhart International PMV Fund, Series of Managed Portfolio Series

135.Reinhart Mid Cap PMV Fund, Series of Managed Portfolio Series

136.Tortoise Energy Infrastructure and Income Fund, Series of Managed Portfolio Series

137.Tortoise Energy Infrastructure Total Return Fund, Series of Managed Portfolio Series

138.Tortoise North American Pipeline Fund, Series of Managed Portfolio Series

139.V-Shares MSCI World ESG Materiality and Carbon Transition ETF, Series of Managed Portfolio Series

140.V-Shares US Leadership Diversity ETF, Series of Managed Portfolio Series

141.Greenspring Income Opportunities Fund, Series of Manager Directed Portfolios

142.Hood River International Opportunity Fund, Series of Manager Directed Portfolios

143.Hood River Small-Cap Growth Fund, Series of Manager Directed Portfolios

144.Mar Vista Strategic Growth Fund, Series of Manager Directed Portfolios

145.Vert Global Sustainable Real Estate Fund, Series of Manager Directed Portfolios

146.Matrix Advisors Funds Trust

147.Matrix Advisors Value Fund, Inc.

148.Monetta Trust

149.Nicholas Equity Income Fund, Inc.

150.Nicholas Fund, Inc.

151.Nicholas II, Inc.

152.Nicholas Limited Edition, Inc.

153.North Square Investments Trust

154.Oaktree Diversified Income Fund, Inc.

155.Permanent Portfolio Family of Funds

156.Perritt Funds, Inc.

157.Procure ETF Trust II

158.Professionally Managed Portfolios

159.Prospector Funds, Inc.

160.Provident Mutual Funds, Inc.

161.Abbey Capital Futures Strategy Fund, Series of The RBB Fund, Inc.

162.Abbey Capital Multi-Asset Fund, Series of The RBB Fund, Inc.

163.Adara Smaller Companies Fund, Series of The RBB Fund, Inc.

164.Aquarius International Fund, Series of The RBB Fund, Inc.

165.Boston Partners All Cap Value Fund, Series of The RBB Fund, Inc.

166.Boston Partners Emerging Markets Dynamic Equity Fund, Series of The RBB Fund, Inc.

167.Boston Partners Emerging Markets Fund, Series of The RBB Fund, Inc.

168.Boston Partners Global Equity Fund, Series of The RBB Fund, Inc.

169.Boston Partners Global Long/Short Fund, Series of The RBB Fund, Inc.

170.Boston Partners Global Sustainability Fund, Series of The RBB Fund, Inc.

171.Boston Partners Long/Short Equity Fund, Series of The RBB Fund, Inc.

172.Boston Partners Long/Short Research Fund, Series of The RBB Fund, Inc.

173.Boston Partners Small Cap Value Fund II, Series of The RBB Fund, Inc.

174.Campbell Systematic Macro Fund, Series of The RBB Fund, Inc.

175.Motley Fool 100 Index ETF, Series of The RBB Fund, Inc.

176.Motley Fool Capital Efficiency 100 Index ETF, Series of The RBB Fund, Inc.

177.Motley Fool Global Opportunities ETF, Series of The RBB Fund, Inc.

178.Motley Fool Mid-Cap Growth ETF, Series of The RBB Fund, Inc.

179.Motley Fool Next Index ETF, Series of The RBB Fund, Inc.

180.Motley Fool Small-Cap Growth ETF, Series of The RBB Fund, Inc.

181.Optima Strategic Credit Fund, Series of The RBB Fund, Inc.

182.SGI Global Equity Fund, Series of The RBB Fund, Inc.

183.SGI Peak Growth Fund, Series of The RBB Fund, Inc.

184.SGI Prudent Growth Fund, Series of The RBB Fund, Inc.

185.SGI Small Cap Core Fund, Series of The RBB Fund, Inc.

186.SGI U.S. Large Cap Equity Fund, Series of The RBB Fund, Inc.

187.SGI U.S. Small Cap Equity Fund, Series of The RBB Fund, Inc.

188.US Treasury 10 Year Note ETF, Series of The RBB Fund, Inc.

189.US Treasury 12 Month Bill ETF, Series of The RBB Fund, Inc.

190.US Treasury 2 Year Note ETF, Series of The RBB Fund, Inc.

191.US Treasury 20 Year Bond ETF, Series of The RBB Fund, Inc.

192.US Treasury 3 Month Bill ETF, Series of The RBB Fund, Inc.

193.US Treasury 3 Year Note ETF, Series of The RBB Fund, Inc.

194.US Treasury 30 Year Bond ETF, Series of The RBB Fund, Inc.

195.US Treasury 5 Year Note ETF, Series of The RBB Fund, Inc.

196.US Treasury 6 Month Bill ETF, Series of The RBB Fund, Inc.

197.US Treasury 7 Year Note ETF, Series of The RBB Fund, Inc.

198.WPG Partners Select Small Cap Value Fund, Series of The RBB Fund, Inc.

199.WPG Partners Small Cap Value Diversified Fund, Series of The RBB Fund, Inc.

200.The RBB Fund Trust

201.RBC Funds Trust

202.Series Portfolios Trust

203.Thompson IM Funds, Inc.

204.TrimTabs ETF Trust

205.Trust for Advised Portfolios

206.Barrett Growth Fund, Series of Trust for Professional Managers

207.Bright Rock Mid Cap Growth Fund, Series of Trust for Professional Managers

208.Bright Rock Quality Large Cap Fund, Series of Trust for Professional Managers

209.CrossingBridge Low Duration High Yield Fund, Series of Trust for Professional Managers

210.CrossingBridge Responsible Credit Fund, Series of Trust for Professional Managers

211.CrossingBridge Ultra-Short Duration Fund, Series of Trust for Professional Managers

212.RiverPark Strategic Income Fund, Series of Trust for Professional Managers

213.Dearborn Partners Rising Dividend Fund, Series of Trust for Professional Managers

214.Jensen Global Quality Growth Fund, Series of Trust for Professional Managers

215.Jensen Quality Value Fund, Series of Trust for Professional Managers

216.Rockefeller Climate Solutions Fund, Series of Trust for Professional Managers

217.Terra Firma US Concentrated Realty Fund, Series of Trust for Professional Managers

218.USQ Core Real Estate Fund

219.Wall Street EWM Funds Trust

220.Wisconsin Capital Funds, Inc.

(b)The following are the officers and manager of Quasar Distributors, LLC, the Registrant’s principal underwriter. The main business address of Quasar Distributors, LLC is 111 E. Kilbourn Avenue, Suite 2200, Milwaukee, WI 53202.

Name	Address	Position with Underwriter	Position with Registrant
Teresa Cowan	111 E. Kilbourn Ave, Suite 2200, Milwaukee, WI 53202	President/Manager	None
Chris Lanza	Three Canal Plaza, Suite 100, Portland, ME 04101	Vice President	None
Kate Macchia	Three Canal Plaza, Suite 100, Portland, ME 04101	Vice President	None
Weston Sommers	Three Canal Plaza, Suite 100, Portland ME 04101	Financial and Operations Principal and Chief Financial Officer	None
Kelly B. Whetstone	Three Canal Plaza, Suite 100, Portland, ME 04101	Secretary	None
Susan L. LaFond	111 E. Kilbourn Ave, Suite 2200, Milwaukee, WI 53202	Vice President and Chief Compliance Officer and Treasurer	None

    (c)    Not applicable.

Item 33.  Location of Accounts and Records

The books and records required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) are maintained at the following locations:

Records Relating to:	Are located at:
Registrant’s Fund Administrator, Fund Accountant and Transfer Agent	U.S. Bancorp Fund Services, LLC 615 East Michigan Street, 3rd Floor Milwaukee, WI  53202
Registrant’s Custodian	U.S. Bank National Association 1555 North Rivercenter Drive, Suite 302 Milwaukee, WI 53212
Registrant’s Distributor	Quasar Distributors, LLC 111 East Kilbourn Avenue, Suite 2200 Milwaukee, WI  53202
Registrant’s Investment Adviser	Chickasaw Capital Management, LLC 6075 Poplar Avenue, Suite 720 Memphis, TN 38119

Item 34.  Management Services

Not applicable.

Item 35.  Undertakings

Not applicable. 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Post-Effective Amendment No. 24 to its Registration Statement under rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 24 to its Registration Statement to be signed below on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis and State of Tennessee on the 2nd day of August, 2023.

MainGate Trust

By: /s/Matthew G. Mead

Matthew G. Mead

President

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 24 to its Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Matthew G. Mead	Trustee and President	August 2, 2023
Matthew G. Mead
/s/ Geoffrey P. Mavar	Trustee and Chief Financial Officer	August 2, 2023
Geoffrey P. Mavar
/s/ Robert A. Reed*	Trustee	August 2, 2023
Robert A. Reed
/s/ Darrison N. Wharton*	Trustee	August 2, 2023
Darrison N. Wharton
/s/ David C. Burns*	Trustee	August 2, 2023
David C. Burns
/s/ Marshall K. Gramm*	Trustee	August 2, 2023
Marshall K. Gramm
/s/ Barry Samuels*	Trustee	August 2, 2023
Barry Samuels
/s/ Moss W. Davis*	Trustee	August 2, 2023
Moss W. Davis

By: /s/ Geoffrey P. Mavar        

Attorney-in-fact

*Signed pursuant to power of attorney filed in Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on February 4, 2011.

EXHIBIT INDEX

Exhibit	Exhibit No.
Consent of Independent Registered Public Accounting Firm Cohen & Company, Ltd.	EX.99.j(2)