0000894189-10-004134 Sample Contracts

MANAGEMENT AGREEMENT
Management Agreement • November 5th, 2010 • MainGate Trust • Delaware

The Trust has been organized to engage in the business of a registered open-end investment company. The Trust currently offers its sole series to investors, the MainGate MLP Fund (the “Fund”).

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AGREEMENT AND DECLARATION OF TRUST of MAINGATE TRUST a Delaware Statutory Trust
Trust Agreement • November 5th, 2010 • MainGate Trust • Delaware

AGREEMENT AND DECLARATION OF TRUST made this ____ day of November 2010, by the Trustees hereunder, and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided. This Agreement and Declaration of Trust shall be effective upon the filing of the Certificate of Trust in the office of the Secretary of State of the State of Delaware.

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