July 19, 2017

 

Re:	MainGate Trust (File No. 811-22492)

 

Ladies and Gentlemen:

 

This letter provides the responses of MainGate MLP Fund (the "Fund"), a series of MainGate Trust, to the comments of the staff of the Securities and Exchange Commission to the Fund's November 30, 2016 annual report filed on Form N-CSR.

 

For your convenience, we have summarized each comment below, followed by the Fund's response.

 

1.	Comment:  In the Statements of Assets and Liabilities, please disclose any outstanding amounts payable to the Fund's Trustees separately in accordance with Article 6-04.12(b)(1) of Regulation S-X.

 

Response:  The Fund will ensure that, for future shareholder reports, any outstanding amounts payable to the Fund's Trustees are disclosed separately in the Statements of Assets and Liabilities.

 

2.	Comment:  Please confirm that when the Fund has a return of capital distribution, it complies with the shareholder notice requirements of Rule 19a-1 under the Investment Company Act of 1940, as amended.

 

Response:  The Fund confirms that it complies with the shareholder notice requirements of Rule 19a-1 under the Investment Company Act of 1940, as amended.

 

Should you have any further questions, please do not hesitate to call me at (314) 552-6023.

Sincerely,

Jonathan D. Van Duren

 

 

Thompson Coburn LLP | Attorneys at Law | One US Bank Plaza | St. Louis, Missouri 63101 P 314.552.6000 | F 314.552.7000 | www.thompsoncoburn.com Chicago Ÿ Los Angeles Ÿ St. Louis Ÿ Southern Illinois Ÿ Washington, D.C.