{"url_path":"/sec/srv/proxy/2026-05-12/000139834426009022","section_key":"body","section_title":"DEF 14A body","topic":"sec","document":{"doc_type":"DEF 14A","doc_date":"2026-05-12","source_url":"https://www.sec.gov/Archives/edgar/data/1400897/0001398344-26-009022-index.html","accession_number":"0001398344-26-009022","cik":"0001400897","ticker":"SRV","issuer_name":"NXG Cushing Midstream Energy Fund","edgar_url":"https://www.sec.gov/Archives/edgar/data/1400897/0001398344-26-009022-index.html","primary_entity_key":"0001400897","primary_entity_name":"NXG Cushing Midstream Energy Fund"},"word_count":27983,"has_tables":true,"body_markdown":"DEF 14A\n1\nfp0098870-3_def14a.htm\n\n**UNITED STATES\nSECURITIES AND EXCHANGE COMMISSION**\n\n**WASHINGTON, D.C. 20549**\n\n**SCHEDULE 14A**\n\n**Proxy Statement Pursuant to Section 14(a) of the\nSecurities Exchange Act of 1934\n(Amendment No. )**\n\n** **\n\nFiled by the Co-Registrants [X] Filed\nby a Party other than the Registrant **[ ]**\n\nCheck the appropriate box:\n\n[ ]\nPreliminary Proxy Statement\n\n[ ]\nConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))\n\n[X]\nDefinitive Proxy Statement\n\n[ ]\nDefinitive Additional Materials\n\n[ ]\nSoliciting Material Pursuant to §240.14a-12\n\n**NXG Cushing® Midstream Energy Fund\nNXG NextGen Infrastructure Income Fund**\n\n(Names of Co-Registrants as Specified in Their Charters)\n\n(Name of Person(s) Filing Proxy Statement, if other\nthan the Registrant)\n\nPayment of Filing Fee (Check the appropriate box):\n\n[X]\nNo fee required.\n\n[ ]\nFee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.\n\n(1)\nTitle of each class of securities to which transaction applies:\n\n(2)\nAggregate number of securities to which transaction applies:\n\n(3)\nPer unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):\n\n(4)\nProposed maximum aggregate value of transaction:\n\n(5)\nTotal fee paid:\n\n[ ]\nFee paid previously with preliminary materials:\n\n[ ]\nCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.\n\n(1)\nAmount Previously Paid:\n\n(2)\nForm, Schedule or Registration Statement No.:\n\n(3)\nFiling Party:\n\n(4)\nDate Filed:\n\n****\n\n**NXG CUSHING® MIDSTREAM ENERGY FUND\n(NYSE: SRV)**\n\n**NXG NEXTGEN INFRASTRUCTURE INCOME FUND (NYSE: NXG)**\n\n**One Energy Square\n4925 Greenville Ave., Suite 1310**\n\n**Dallas, Texas 75206**\n\n** **\n\nMay 12, 2026\n\nDear Shareholder:\n\nYou are cordially invited to participate in the 2026\nJoint Annual Meeting of Shareholders (the “Annual Meeting”) of each of NXG Cushing® Midstream Energy Fund (“SRV”)\nand NXG NextGen Infrastructure Income Fund (“NXG” and, together with SRV, the “Funds” and each a “Fund”),\nto be held on June 18, 2026, at 9:00 A.M. (Central time), to consider and vote on the proposals discussed in the enclosed Proxy Statement.\nThe Annual Meeting will be held at the offices of the Funds, One Energy Square, 4925 Greenville Ave., Suite 1310, Dallas, Texas 75206.\n\nThe Notice of Annual Meeting and Proxy Statement enclosed\nwith this letter provide an outline of the business to be conducted at the Annual Meeting.\n\nAt the Annual Meeting you will be asked to elect Trustee\nnominees to the Board of Trustees of each Fund.\n\nIn addition, you will be asked to approve a new investment\nadvisory agreement between each Fund and its investment adviser, Cushing® Asset Management, LP (the “Adviser”).\nNXG Cushing, LLC, an entity owned by certain senior employees of the Adviser, has agreed to acquire from Jerry V. Swank, the founder and\nmajority shareholder of the Adviser, an interest in the Adviser that will result in NXG Cushing, LLC owning an approximately 62% interest\nin the Adviser. Pursuant to the terms of the Limited Partnership Agreement of the Adviser, upon acquiring a 60% or greater interest in\nthe Adviser, NXG Cushing, LLC will replace Swank Capital, LLC, an entity which is wholly owned by Mr. Swank, as the general partner of\nthe Adviser (collectively, the “Transaction”). Subject to certain conditions, the Transaction is expected to close in the\nthird quarter of 2026 (the “Closing”).\n\nThe Closing of the Transaction will cause a change\nof control of the Adviser and, consequently, an “assignment” of the current advisory agreement between the Adviser and your\nFund, which will cause such agreement to terminate. In order to provide continuity of advisory services for your Fund after the closing\nof the Transaction, the Board of Trustees of your Fund has approved, and is requesting that you approve, a new investment advisory agreement\nbetween the Adviser and your Fund to permit the Adviser to continue to serve as investment adviser to your Fund following the Transaction.\n\nT**he Transaction will not result in any changes\nto the investment advisory fees paid by the Funds. The Adviser does not expect the Transaction will result in any changes to the portfolio\nmanagement of the Funds or the nature or quality of the services provided by the Adviser to the Funds.**\n\nIt is important that your shares be represented at\nthe Annual Meeting in person or by proxy. Regardless of whether you plan to attend the Annual Meeting, please sign, date and return the\nenclosed proxy card in the accompanying postage-paid envelope or vote by telephone or through the internet pursuant to the instructions\non the enclosed proxy card.\n\nYour vote is extremely important. No matter how many\nor how few shares you own, please send in your proxy card(s), or vote by telephone or the internet today.\n\n**The Board of Trustees of your Fund, including the\nIndependent Trustees, unanimously recommends that you vote “FOR” the election of the nominee(s) of the Board listed in the\nenclosed Proxy Statement for your Fund and “FOR” the approval of the new investment advisory agreement for your Fund.**\n\nIf you have any questions about the proposals to be\nvoted on, please call Georgeson LLC, the firm assisting us in the solicitation of proxies, toll free at (888) 463-1077.\n\nSincerely,\n\nJohn Musgrave\n\nJohn Musgrave\n\nTrustee, CEO and President of each Fund\n\n**NXG CUSHING® MIDSTREAM ENERGY FUND\n(NYSE: SRV)**\n\n**NXG NEXTGEN INFRASTRUCTURE INCOME FUND (NYSE: NXG)**\n\n**One Energy Square\n4925 Greenville Ave., Suite 1310**\n\n**Dallas, Texas 75206**\n\n** **\n\n**NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS**\n\n**To be held on June 18, 2026**\n\n** **\n\nNotice is hereby given to the\nshareholders of each of NXG Cushing® Midstream Energy Fund (“SRV”) and NXG NextGen Infrastructure Income Fund\n(“NXG” and, together with SRV, the “Funds” and each a “Fund”) that the Joint Annual Meeting of Shareholders\nof the Funds (the “Annual Meeting”) will be held at the offices of the Funds, One Energy Square, 4925 Greenville Ave., Suite\n1310, Dallas, Texas 75206, on June 18, 2026 at 9:00 A.M. (Central time).\n\nThe Annual Meeting is being held\nfor the following purposes:\n\n1.To elect Trustees in the following manner (the “Election of the Trustees”):\n\n(a)*With respect to SRV:* To elect the Class I Trustee nominees named in the accompanying joint\nproxy statement, Mr. Brian R. Bruce and Mr. John H. Alban, to hold office until SRV’s 2029 annual meeting or until his successor\nis elected and duly qualified.\n\n(b)*With respect to NXG:* To elect the Class II Trustee nominees named in the accompanying joint\nproxy statement, Ms. Andrea N. Mullins and Mr. John H. Alban, to hold office until NXG’s 2028 annual meeting or until their\nrespective successors are elected and duly qualified.\n\n2.To approve a new investment advisory agreement between each Fund and Cushing® Asset Management,\nLP (the “Adviser”).\n\n3.To transact such other business as may properly come before the Annual Meeting or any adjournments, postponements\nor delays thereof.\n\n**THE BOARD OF TRUSTEES OF EACH\nFUND (COLLECTIVELY, THE “BOARD”), INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”\nTHE ELECTION OF NOMINEE(S) OF THE BOARD LISTED IN THE ACCOMPANYING JOINT PROXY STATEMENT FOR YOUR FUND AND “FOR” THE APPROVAL\nOF THE NEW INVESTMENT ADVISORY AGREEMENT FOR YOUR FUND.**\n\nThe Board has fixed the close\nof business on March 20, 2026 as the record date for the determination of shareholders entitled to notice of, and to vote at, the\nAnnual Meeting. We urge you to mark, sign, date, and mail the enclosed proxy or proxies in the postage-paid envelope provided so your\nshares will be represented at the Annual Meeting.\n\nIf you owned shares in more than\none Fund as of the close of business on March 20, 2026, you may receive more than one proxy card. Please be certain to sign, date\nand return each proxy card you receive from us.\n\nBy order of the Board,\n\nJohn Musgrave\n\nJohn Musgrave\n\nTrustee, CEO and President of each Fund\n\nDallas, Texas\n\nMay 12, 2026\n\n**IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING\nIN PERSON OR BY PROXY. REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD\nIN THE ACCOMPANYING POSTAGE-PAID ENVELOPE OR VOTE BY TELEPHONE OR THROUGH THE INTERNET PURSUANT TO THE INSTRUCTIONS ON THE ENCLOSED PROXY\nCARD.**\n\n** **\n\n**IF YOU ATTEND THE ANNUAL MEETING AND WISH TO VOTE IN PERSON, YOU WILL\nBE ABLE TO DO SO AND YOUR VOTE AT THE ANNUAL MEETING WILL REVOKE ANY PROXY YOU MAY HAVE SUBMITTED. MERELY ATTENDING THE ANNUAL MEETING,\nHOWEVER, WILL NOT REVOKE A PREVIOUSLY GIVEN PROXY.**\n\n** **\n\n**IF YOU INTEND TO ATTEND THE ANNUAL MEETING IN PERSON AND YOU ARE A RECORD\nHOLDER OF A FUND’S SHARES, IN ORDER TO GAIN ADMISSION YOU WILL BE REQUIRED TO SHOW VALID PHOTOGRAPHIC IDENTIFICATION, SUCH AS YOUR\nDRIVER’S LICENSE. IF YOU INTEND TO ATTEND THE ANNUAL MEETING IN PERSON AND YOU HOLD YOUR SHARES THROUGH A BANK, BROKER OR OTHER\nCUSTODIAN, IN ORDER TO GAIN ADMISSION YOU WILL BE REQUIRED TO SHOW VALID PHOTOGRAPHIC IDENTIFICATION, SUCH AS YOUR DRIVER’S LICENSE,\nAND SATISFACTORY PROOF OF OWNERSHIP OF SHARES OF A FUND, SUCH AS YOUR VOTING INSTRUCTION FORM (OR A COPY THEREOF) OR BROKER’S STATEMENT\nINDICATING OWNERSHIP AS OF THE RECORD DATE. IF YOU HOLD YOUR SHARES IN A BROKERAGE ACCOUNT OR THROUGH A BANK OR OTHER NOMINEE, YOU WILL\nNOT BE ABLE TO VOTE IN PERSON AT THE ANNUAL MEETING UNLESS YOU HAVE PREVIOUSLY REQUESTED AND OBTAINED A “LEGAL PROXY” FROM\nYOUR BROKER, BANK OR OTHER NOMINEE AND PRESENT IT AT THE ANNUAL MEETING.**\n\n** **\n\n**YOUR VOTE IS EXTREMELY IMPORTANT. NO MATTER HOW MANY OR HOW FEW SHARES\nYOU OWN, PLEASE SEND IN YOUR PROXY CARD(S), OR VOTE BY TELEPHONE OR THE INTERNET TODAY.**\n\n****\n\n**NXG CUSHING® MIDSTREAM ENERGY FUND\n(NYSE: SRV)**\n\n**NXG NEXTGEN INFRASTRUCTURE INCOME FUND (NYSE: NXG)**\n\n**PROXY STATEMENT**\n\n**FOR**\n\n**JOINT ANNUAL MEETING OF SHAREHOLDERS**\n\n**TO BE HELD ON JUNE 18, 2026**\n\n** **\n\nThis joint proxy statement (“Proxy\nStatement”) is furnished to the holders of common shares of beneficial interest, par value $0.001 per share of NXG Cushing®\nMidstream Energy Fund (“SRV”) and NXG NextGen Infrastructure Income Fund (“NXG” and, together with SRV, the “Funds”\nand each a “Fund”) in connection with the solicitation by the Board of Trustees of each Fund (each, a “Board”\nand collectively, the “Board”) of proxies to be voted at the Joint Annual Meeting of Shareholders of the Funds to be held\non June 18, 2026, and any adjournment, postponement or delay thereof (the “Annual Meeting”). The Annual Meeting will be held\nat the offices of the Funds, One Energy Square, 4925 Greenville Ave., Suite 1310, Dallas, Texas 75206, on June 18, 2026 at 9:00 A.M.\n(Central time). If you need to obtain directions to be able to attend the Annual Meeting and vote in person, please contact us at 214-692-6334.\n\nThis document gives you the information\nyou need to vote on the matters listed on the accompanying Notice of Joint Annual Meeting of Shareholders (“Notice of Annual Meeting”).\nMuch of the information in this Proxy Statement is required under rules of the Securities and Exchange Commission (“SEC”).\nIf there is anything you do not understand, please contact us at 214-692-6334. The Notice of Annual Meeting, the proxy and this Proxy\nStatement are first being mailed on or about May 12, 2026 to each Fund’s shareholders of record at the close of business on the\nrecord date of March 20, 2026.\n\n●**Why is a shareholder meeting being held?**\n\n** **\n\nThe common shares of each Fund are listed\non the New York Stock Exchange (“NYSE”), and the rules of the NYSE require each Fund to hold an annual meeting of shareholders\nto elect Trustees each fiscal year.\n\n** **\n\n●**What matters will be voted on?**\n\n** **\n\nShareholders of the Funds are being asked\nto vote on the following proposals:\n\n1.Election of Trustees:\n\n(a)*With respect to SRV*: To elect the Class I Trustee nominees named in this Proxy Statement,\nMr. Brian R. Bruce and Mr. John H. Alban, to hold office until SRV’s 2029 annual meeting or until his successor is elected\nand duly qualified.\n\n(b)*With respect to NXG*: To elect the Class II Trustee nominees named in this Proxy Statement,\nMs. Andrea N. Mullins and Mr. John H. Alban, to hold office until NXG’s 2028 annual meeting or until their respective successors\nare elected and duly qualified.\n\n2.Approval of New Advisory Agreement:\n\n(a)*With respect to SRV*: To approve a new investment advisory agreement between SRV and\nCushing® Asset Management, LP (the “Adviser”).\n\n(b)*With respect to NXG*: To approve a new investment advisory agreement between NXG and the Adviser.\n\n●**Why am I being asked to vote on a new investment advisory agreement?**\n\n** **\n\nCushing® Asset Management,\nLP, d/b/a NXG Investment Management, currently serves as each Fund’s investment adviser. The Adviser operates pursuant to an Eighth\nAmended and Restated Limited Partnership Agreement (the “Adviser Operating Agreement”) among Jerry V. Swank, the founder of\nthe Adviser, Swank Capital, LLC (“Swank Capital”), a Texas limited liability company wholly owned by Jerry V. Swank, and NXG\nCushing, LLC (“NXG Cushing”), a Texas limited liability company owned by certain senior employees of the Adviser. The Adviser\nis managed by its general partner, Swank Capital. Senior management of the Adviser currently directs the day-to-day operations of the\nAdviser pursuant to authority delegated by Swank Capital as General Partner. As of March 31, 2026, Mr. Swank owns 80.18% of the Adviser\n(including 79.18% held directly and 1.00% held through Swank Capital, which Mr. Swank controls) and NXG Cushing owns 19.82% of the Adviser.\n\n1\n\nNXG Cushing has agreed to acquire from Mr.\nSwank (directly or indirectly from Swank Capital) an interest in the Adviser that will result in NXG Cushing owning an approximately 62%\ninterest in the Adviser, together with the interest in the Adviser currently held by NXG Cushing and the interest that will be transferred\nto NXG Cushing pursuant to the terms of the Adviser Operating Agreement in the second quarter of 2026. Pursuant to the terms of the Adviser\nOperating Agreement, upon acquiring a 60% or greater interest in the Adviser, NXG Cushing will replace Swank Capital as the general partner\nof the Adviser (collectively, the “Transaction”). Subject to certain conditions, including obtaining shareholder approval\nof the New Advisory Agreements and conditions applicable to financing to be obtained by NXG Cushing with respect to the Transaction, the\nTransaction is expected to close in the third quarter of 2026 (the “Closing”).\n\nThe Closing of the Transaction will cause\na change of control of the Adviser and, consequently, an “assignment” of the current advisory agreement between the Adviser\nand your Fund, which will cause such agreement to terminate. In order to provide continuity of advisory services for your Fund after the\nclosing of the Transaction, the Board of Trustees of your Fund is requesting that you approve a new investment advisory agreement between\nthe Adviser and your Fund to permit the Adviser to continue to serve as investment adviser to your Fund following the Transaction.\n\n●**How will the Adviser be impacted by the Transaction?**\n\n** **\n\nThe Adviser does not anticipate that the\nTransaction will have a material impact on the operations, personnel, organizational structure, capitalization, or financial and other\nresources of the Adviser. The Adviser’s current leadership and portfolio management teams are expected to stay in place, and no\nchange in senior management’s strategy for the Adviser is anticipated as a result of the Transaction.\n\n●**Will my Fund be impacted by the Transaction?**\n\n** **\n\nEach Fund’s current investment adviser,\nits investment strategy and fee structure will remain unchanged as a result of entering into the New Advisory Agreement. You will still\nown the same Fund shares and the underlying value of those shares is not expected to change as a result of the Transaction. The same personnel\nof the Adviser will continue to manage your Fund according to the same objectives and policies as before, and the Adviser does not anticipate\nany changes to your Fund’s operations.\n\n** **\n\n●**Will the Transaction result in any differences between the New Advisory Agreement compared to the\ncurrent investment advisory agreement for my Fund?**\n\n** **\n\nNo. There are no material differences between\nthe terms of each Fund’s New Advisory Agreement and the terms of each Fund’s prior investment advisory agreement. Under each\nFund’s New Advisory Agreement, the Adviser will continue to provide investment advisory services to the Fund under terms that are\nsubstantially similar in all respects to those of the existing investment advisory agreement and for the same fees that are currently\nin effect.\n\n** **\n\n●**What will happen if the Transaction does not occur?**\n\n** **\n\nUnder the terms of the Adviser Operating\nAgreement, in connection with Mr. Swank’s retirement from the Adviser, Mr. Swank agreed to reduce his ownership of the\nAdviser, held directly and indirectly through Swank Capital, over time along with a commensurate increase in ownership of the Adviser\nby NXG Cushing, through increased quarterly revenue distributions from the Adviser to Mr. Swank pursuant to the Adviser Operating\nAgreement (the transfer of interests from Mr. Swank to NXG Cushing pursuant to the terms of the Adviser Operating Agreement is referred\nto herein as the “Adviser Ownership Plan”). If the Transaction does not occur, NXG Cushing is expected to acquire a greater\nthan 25% interest in the Adviser on or about September 30, 2026 pursuant to the Adviser Ownership Plan (the “Ownership Shift”).\nHowever, because the occurrence of the Ownership Shift may be deemed to be a change of control and, consequently, an “assignment”\nof the current investment advisory agreement between the Adviser and your Fund, the Adviser Operating Agreement provides that the Ownership\nShift may only occur if the New Advisory Agreements have been approved.\n\n2\n\n****\n\n●**What will happen if shareholders do not approve the New Advisory Agreements?**\n\n** **\n\nThe Closing of the Transaction, and if the\nTransaction does not occur, the occurrence of the Ownership Shift, is contingent upon the approval of the New Advisory Agreements. In\nthe event that shareholders of either Fund do not approve their Fund’s New Advisory Agreement, the Board will determine a course\nof action believed by the Board to be in the best interests of such Fund and its shareholders. The Board urges you to vote without delay\nin order to avoid potential disruption of your Fund’s operations.\n\n●**How many votes are required for each proposal?**\n\n** **\n\nWith respect to Proposal 1, the affirmative\nvote of a plurality (*i.e.*, the greatest number of affirmative votes) of the shares present in person or by proxy for each Fund\nat the Annual Meeting at which a quorum (*i.e.*, one-third of the outstanding shares of each Fund entitled to vote at the Annual\nMeeting) is present is necessary to elect a Trustee nominee.\n\nWith respect to Proposal 2, approval of\neach Fund’s New Advisory Agreement requires the affirmative vote of the lesser of (i) 67% or more of the shares entitled to vote\nthereon present at the Annual Meeting if the holders of more than 50% of such outstanding shares are present in person or represented\nby proxy; or (ii) more than 50% of such outstanding shares entitled to vote thereon.\n\n●**Will my vote make a difference?**\n\n** **\n\n**Yes!**Your vote is important and could\nmake a difference in the governance of the Fund(s), no matter how many shares you own.\n\n** **\n\n●**Who is asking for my vote?**\n\n** **\n\nThe enclosed proxy is solicited by the Board\nof each Fund for use at the Annual Meeting to be held on June 18, 2026, and, if the Annual Meeting is adjourned, postponed or delayed,\nat any later meeting(s), for the purposes stated in the Notice of Annual Meeting.\n\n** **\n\n●**How does the Board recommend that shareholders vote?**\n\n** **\n\nThe Board unanimously recommends that you\nvote “FOR” the Trustee nominee(s) named in this Proxy Statement for your Fund. The Board has reviewed the qualifications and\nbackgrounds of the Board’s nominees and believes that they are experienced in overseeing investment companies and are familiar with\nthe Funds, their investment strategies and operations and the investment adviser of the Funds. The Board has approved the nominees named\nin this Proxy Statement and believes their election is in your best interests as shareholders.\n\nThe Board unanimously recommends that you\nvote “FOR” the approval of the New Advisory Agreement for your Fund.\n\n●**Who is eligible to vote?**\n\n** **\n\nShareholders of record of each Fund at the\nclose of business on March 20, 2026, are entitled to be present and to vote at the Annual Meeting or any adjournment, postponement\nor delay thereof. Each share is entitled to one vote.\n\n3\n\n****\n\n●**Who will bear the costs of proxy solicitation?**\n\n** **\n\nThe costs and expenses of preparing the\nproxy statement and soliciting proxies in connection with Proposal 1 will be borne by the Funds. Each Fund pays a pro rata portion (based\non respective net assets) of such costs and expenses.\n\nThe Adviser will bear the costs and expenses\nof preparing the proxy statement and soliciting proxies in connection with Proposal 2 and any other costs of the Funds associated with\nthe Transaction. The allocation of costs and expenses attributable to Proposal 1 and Proposal 2 will be approved by the Board. Costs and\nexpenses incurred by the Adviser are not subject to recoupment from the Funds.\n\n●**How do you vote your Shares?**\n\n** **\n\nWhether or not you plan to attend the Annual\nMeeting, we urge you to complete, sign, date, and return the enclosed proxy card in the postage-paid envelope provided or vote via telephone\nor the Internet so your shares will be represented at the Annual Meeting. Instructions regarding how to vote via telephone or the Internet\nare included on the enclosed proxy card. The required control number for telephone and Internet voting is printed on the enclosed proxy\ncard. The control number is used to match proxy cards with shareholders’ respective accounts and to ensure that, if a shareholder\nexecuted multiple proxy cards with respect to shares of a Fund, such shares are voted in accordance with the proxy card bearing the latest\ndate.\n\nIf you attend the Annual Meeting and wish\nto vote in person, you will be able to do so. If you intend to attend the Annual Meeting in person and you are a record holder of a Fund’s\nshares, in order to gain admission you will be required to show valid photographic identification, such as your driver’s license.\nIf you intend to attend the Annual Meeting in person and you hold your shares through a bank, broker or other custodian, in order to gain\nadmission you will be required to show valid photographic identification, such as your driver’s license, and satisfactory proof\nof ownership of shares of a Fund, such as your voting instruction form (or a copy thereof) or broker’s statement indicating ownership\nas of a recent date. If you hold your shares in a brokerage account or through a bank or other nominee, you will not be able to vote in\nperson at the Annual Meeting unless you have previously requested and obtained a “legal proxy” from your broker, bank or other\nnominee and present it at the Annual Meeting.\n\nAll shares represented by your duly executed\nproxy/proxies received prior to the Annual Meeting will be voted at the Annual Meeting in accordance with the instructions marked thereon\nor otherwise as provided therein. Shares represented by your duly executed proxy/proxies will be voted in accordance with your instructions.\nIf any other business is brought before the Annual Meeting, your shares will be voted at your proxies’ discretion. **If you sign\nand date the proxy card(s), but do not fill in a vote, your shares will be voted in accordance with the Board’s recommendations.**\n\nShareholders who execute proxy cards or\nrecord their voting instructions via telephone or the Internet may revoke their proxies at any time prior to the time they are voted by\ngiving written notice to the Secretary of the Funds, by delivering a subsequently dated proxy (including via telephone or the Internet)\nprior to the date of the Annual Meeting or by attending and voting at the Annual Meeting. Merely attending the Annual Meeting, however,\nwill not revoke a previously submitted proxy.\n\nBroker-dealers that hold a Fund’s\ncommon shares in “street name” for the benefit of their customers will request the instructions of such customers on how to\nvote their common shares on the election of the Trustees. The Funds understand that, under the rules of the NYSE, such broker-dealers\nmay for certain “routine” matters, without instructions from their customers, grant discretionary authority to the proxies\ndesignated by the Board to vote if no instructions have been received prior to the date specified in the broker-dealers’ request\nfor voting instructions. Broker-dealers that are not members of the NYSE may be subject to other rules, which may or may not permit them\nto vote your shares without instruction. Therefore, you are encouraged to contact your broker-dealer and record your voting instructions.\n\nThe election of Trustees at the Annual Meeting\nis a “routine” matter and beneficial owners who do not provide proxy instructions or who do not return a properly executed\nproxy card may have their shares voted by broker-dealers in favor of the proposal.\n\nApproval of the New Advisory Agreement is\nnot expected to be a “routine” matter and therefore a beneficial owner’s broker may not vote their shares unless you\ngive instructions to your broker.\n\n4\n\nAbstentions or votes withheld will be counted\nas shares present at the Annual Meeting for purposes of a quorum. Abstentions or votes withheld will not affect the result of the vote\non the Election of the Trustees.\n\n“Broker non-votes” (*i.e*.,\nshares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owner or the persons entitled\nto vote and (ii) the broker does not have discretionary voting power on a particular matter) will be counted as shares present for purposes\nof a quorum. Abstentions and broker non-votes will have the same effect as shares voted against Proposal 2, which can have the effect\nof causing shareholders who choose not to participate in the proxy vote to prevail over shareholders who cast votes or provide voting\ninstructions to their brokers or nominees. The Funds may request that selected brokers or nominees return proxies on behalf of shares\nfor which voting instructions have not been received if doing so is necessary to obtain a quorum.\n\n●**Why does this Proxy Statement list multiple Funds?**\n\n** **\n\nThe Funds have similar proposals and it\nis cost-efficient to have a joint Proxy Statement and joint Annual Meeting. In the event that any shareholder present at the Annual Meeting\nobjects to the holding of a joint meeting and moves for the adjournment of his or her Fund’s meeting to a time immediately after\nthe Annual Meeting so that each Fund’s meeting may be held separately, the persons named as proxies will vote in favor of such adjournment.\nThe quorum requirements for the Funds are independent. The failure of a Fund to achieve a quorum may result in an adjournment of such\nFund’s Annual Meeting but will not impact the ability of the other Fund to proceed with its Annual Meeting if such Fund achieves\na quorum. Shareholders of each Fund will vote separately on the respective proposal relating to their Fund. In any event, an unfavorable\nvote on any proposal by the shareholders of one Fund will not affect the implementation of such proposal by the other Fund if the proposal\nis approved by the shareholders of that Fund.\n\n●**How many shares of each Fund were outstanding as of the record date?**\n\n** **\n\nAt the close of business on March 20, 2026,\nthe Funds had the following common shares outstanding:\n\n**Fund**\n**Number of Common Shares Outstanding**\n\nSRV\n6,234,375\n\nNXG\n5,792,512\n\n5\n\n**PROPOSAL #1: ELECTION OF TRUSTEES**\n\nThe rules of the NYSE require\neach Fund to hold an annual meeting of shareholders to elect Trustees each fiscal year. Shareholders of the Funds are being asked to elect\nTrustees in the following manner:\n\n(a)*With respect to SRV*: To elect the Class I Trustee nominees named in this Proxy Statement, Mr. Brian\nR. Bruce and Mr. John H. Alban, to hold office until SRV’s 2029 annual meeting or until his successor is elected and duly qualified.\n\n(b)*With respect to NXG*: To elect the Class II Trustee nominees named in this Proxy Statement, Ms.\nAndrea N. Mullins and Mr. John H. Alban, to hold office until NXG’s 2028 annual meeting or until their respective successors are\nelected and duly qualified.\n\n**Composition of the Board of Trustees**\n\n**(a)****With Respect to SRV:**\n\nThe Trustees of SRV are classified\ninto three classes of Trustees. Set forth below are the current classes of Trustees (assuming the nominees named in this Proxy Statement\nare elected):\n\nClass I Trustees\nClass II Trustees**\nClass III Trustee***\n\nBrian R. Bruce*\nAndrea N. Mullins\nJohn Musgrave\n\nJohn H. Alban*\n\n*The Class I Trustees are standing for election at the Annual Meeting.\n\n**It is currently anticipated that the Class II Trustee will next\nstand for election at SRV’s 2027 annual meeting of shareholders.\n\n***It is currently anticipated that the Class III Trustee will next\nstand for election at SRV’s 2028 annual meeting of shareholders.\n\n**(b)****With Respect to NXG:**\n\nThe Trustees of NXG are classified\ninto two classes of Trustees. Set forth below are the current classes of Trustees (assuming the nominees named in this Proxy Statement\nare elected):\n\nClass I Trustees*\nClass II Trustees\n\nBrian R. Bruce\nAndrea N. Mullins**\n\nJohn Musgrave\nJohn H. Alban**\n\n*It is currently anticipated that the Class I Trustees will next\nstand for election at NXG’s 2027 annual meeting of shareholders.\n\n**The Class II Trustees are standing for election at the Annual\nMeeting.\n\nEach Trustee nominee, if elected\nat the Annual Meeting, will hold office for a term in accordance with his or her respective class or until his or her respective successor\nshall have been elected and duly qualified. The other Trustees of each Fund will continue to serve under their current terms and will\nstand for re-election at subsequent annual meetings of shareholders as indicated above.\n\nUnless authority is withheld,\nit is the intention of the persons named in the proxy to vote the proxy “FOR” the election of each Trustee nominee named in\nthis Proxy Statement. Each Trustee nominee named in this Proxy Statement has agreed to continue to serve as a Trustee of their respective\nFund if elected at the Annual Meeting. If, however, a designated Trustee nominee declines or otherwise becomes unavailable for election,\nthe proxy confers discretionary power on the person named therein to vote in favor of a substitute Trustee nominee or nominees as each\nFund’s Nominating and Corporate Governance Committee may select.\n\nCertain information concerning\nthe Trustees and the officers of the Funds is set forth in the table below. Independent Trustees are those who are not interested persons\nof (i) the Funds, (ii) the Funds’ investment adviser, Cushing® Asset Management, LP (the “Adviser”),\nor (iii) a principal underwriter of the Funds and who satisfy the requirements contained in the definition of “independent”\nas defined in Rule 10A-3 under the Securities Exchange Act of 1934 (the “Independent Trustees”).\n\n6\n\n**Trustees and Trustee Nominees**\n\n** **\n\n**Name, Year of Birth and Address(1)**\n**Position(s) Held with the Funds**\n**Term of Office and Length of Time Served(2)**\n**Principal Occupation(s) During\nPast Five Years**\n**Number of Portfolios in Fund Complex Overseen by Trustee(3)**\n**Other Directorships/Trusteeships Held During Past Five Years**\n\n**INDEPENDENT TRUSTEES:**\n\nBrian R. Bruce\n\n(1955)\nChair of the Board\nTrustee since 2007; Chair since 2023\nRetired. Chief Executive Officer, Hillcrest Asset Management, LLC (2008-2022) (registered investment adviser).\n2\nNone\n\nAndrea N. Mullins\n\n(1967)\nTrustee and Chair of Audit Committee\nTrustee since 2021\nPrivate Investor; Independent Contractor, SWM Advisors (2014-present).\n2\nValued Advisers Trust (13 portfolios) (2013-present); Angel Oak Family of Funds (10 portfolios) (2019-present); CRM Mutual Funds Trust (5 portfolios) (2025-present).\n\nJohn H. Alban\n\n(1963)\nTrustee\nTrustee since 2023\n\nRetired. Previously, Chief Executive Officer (2019-2022) and Chief\nOperating Officer (2010-2022) of the Adviser; Chief Executive Officer and President of funds in the Fund Complex (2021-2022).\n\n2\nNone.\n\n**INTERESTED TRUSTEE:**\n\nJohn Musgrave(4)\n\n(1982)\n\nTrustee, Chief Executive Officer and President\nTrustee since 2025\n\nChief Executive Officer and President (2023-present), Co-Chief Investment\nOfficer (2016-2023), Managing Director (2016-2023), Chief Investment Officer (2023-present) and Portfolio Manager (2007-present) of the\nAdviser.\n\n2\nNone.\n\n(1)The business address of each current Trustee is c/o Cushing® Asset Management, LP, One Energy Square, 4925 Greenville\nAve., Suite 1310, Dallas, Texas 75206.\n\n(2)Each Trustee is generally expected to serve a term as set forth herein under “Composition of the Board of Trustees.” Length\nof Service indicates the year in which the individual became a trustee of any fund in the Fund Complex.\n\n(3)The “Fund Complex” includes each registered investment company for which the Adviser serves\nas investment adviser. As of the date of this Proxy Statement, there are two funds in the Fund Complex.\n\n(4)Mr. Musgrave is an “interested person” of the Funds, as defined under the 1940 Act, by\nvirtue of his positions as Chief Executive Officer and President, Chief Investment Officer and Portfolio Manager of the Adviser.\n\n**Trustee Qualifications**\n\n** **\n\nThe Board has determined that\neach Trustee or Trustee nominee should serve as such based on several factors (none of which alone is decisive). Among the factors the\nBoard considered when concluding that an individual should serve as a Trustee were the following: (i) availability and commitment to attend\nmeetings and perform the responsibilities of a Trustee, (ii) personal and professional background, (iii) educational background, (iv)\nfinancial expertise, and (v) ability, judgment, attributes and expertise. In respect of each Trustee or Trustee nominee, the individual’s\nprofessional accomplishments and prior experience, including, in some cases, in fields related to the operations of the Funds, were a\nsignificant factor in the determination that the individual should serve as a Trustee of the Funds.\n\n7\n\nFollowing is a summary of various\nqualifications, experiences and skills of each Trustee or Trustee nominee (in addition to business experience during the past five years\nas set forth in the table above) that contributed to the Board’s conclusion that an individual should serve on the Board. References\nto the qualifications, attributes and skills of each Trustee or Trustee nominee do not constitute the holding out of any Trustee or Trustee\nnominee as being an expert under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the SEC.\n\n*Brian R. Bruce*. Mr. Bruce\nhas served as a Trustee of funds in the Fund Complex since 2007. Mr. Bruce served as Chair of the Audit Committee of funds in the\nFund Complex from 2007 to 2017. Mr. Bruce served as Lead Independent Trustee from 2017 to 2023, and since January 2023 has served\nas Chair of the Board. Through his experience as a Trustee of funds in the Fund Complex and certain other registered investment companies,\nas a former professor at Southern Methodist University’s Cox School of Business and former Director of the ENCAP Investments &\nLCM Group Alternative Asset Management Center and as a chief executive officer, and formerly chief investment officer, of investment management\nfirms, Mr. Bruce is experienced in financial, accounting, regulatory and investment matters.\n\n*Andrea N. Mullins*. Ms. Mullins\nhas served as a Trustee of funds in the Fund Complex since 2021 and since 2021 has served as Chair of the Audit Committee. Ms. Mullins\nhas served as a trustee of a family of investment companies since 2013. Through her experience as a Trustee of funds in the Fund Complex\nand Chair of the Audit Committee of funds in the Fund Complex and her former positions in senior financial roles at asset management companies,\nher service as a trustee of other investment companies, including as a member of the audit and pricing committees and her experience as\nan independent contractor with a registered investment adviser, Ms. Mullins is experienced in financial, accounting, regulatory and\ninvestment matters.\n\n*John H. Alban.*Mr. Alban\nhas served as a Trustee of funds in the Fund Complex since 2023. Through his former positions as the Chief Executive Officer of the Adviser\nfrom 2019-2022 and as Chief Operating Officer of the Adviser from 2010-2019 and his experience as Chief Executive Officer and President\nof funds in the Fund Complex from 2021-2022, Mr. Alban is experienced in financial, regulatory and investment matters.\n\n*John Musgrave.* Mr. Musgrave\nhas served as Trustee of funds in the Fund Complex since 2025. Through his current positions as the Chief Executive Officer and President,\nChief Investment Officer and Portfolio Manager of the Adviser, his experience as Chief Executive Officer and President of funds in the\nFund Complex since 2023 and his former positions as Co-Chief Investment Officer of the Adviser from 2016-2023 and Managing Director of\nthe Adviser from 2016-2023, Mr. Musgrave is experienced in financial, regulatory and investment matters.\n\n**Board’s Leadership Structure**\n\n** **\n\nThe primary responsibility of\nthe Board is to represent the interests of the Funds and to provide oversight of the management of the Funds. The Funds’ day-to-day\noperations are managed by the Adviser and other service providers who have been approved by the Board. The Board is currently comprised\nof four Trustees, three of whom are classified under the 1940 Act as “non-interested” persons of the Funds and one of whom\nis classified as an “interested person” of the Funds. Generally, the Board acts by majority vote of all the Trustees, including\na majority vote of the Independent Trustees, if required by applicable law.\n\nAn Independent Trustee, Mr. Brian\nR. Bruce, currently serves as Chair of the Board. The Chair of the Board presides at meetings of the Board and acts as a liaison with\nservice providers, officers, attorneys and other Trustees generally between meetings, and performs such other functions as may be requested\nby the Board from time to time.\n\nThe Board meets regularly four\ntimes each year to discuss and consider matters concerning the Funds, and also holds special meetings to address matters arising between\nregular meetings. Regular meetings generally take place in-person; other meetings may take place in-person or by telephone. The Independent\nTrustees are advised by independent legal counsel and regularly meet outside the presence of management.\n\nThe Trustees have determined that\nthe efficient conduct of the Trustees’ affairs makes it desirable to delegate responsibility for certain specific matters to committees\nof the Board. The committees meet as often as necessary, either in conjunction with regular meetings of the Board or otherwise. The committees\nof the Board are the Audit Committee and the Nominating and Corporate Governance Committee. The functions and role of each Committee are\ndescribed below under “Board Committees.” The membership of each Committee consists of all of the Independent Trustees, which\nthe Board believes allows them to participate in the full range of the Board’s oversight duties.\n\n8\n\nThe Board has determined that\nthis leadership structure, including a Chair of the Board who is an Independent Trustee, a supermajority of Independent Trustees and committee\nmembership limited to Independent Trustees, is appropriate in light of the characteristics and circumstances of the Funds. In reaching\nthis conclusion, the Board considered, among other things, the role of the Adviser in the day-to-day management of the Funds’ affairs,\nthe extent to which the work of the Board will be conducted through the committees, the projected net assets of the Funds and the management,\ndistribution and other service arrangements of the Funds. The Board also believes that its structure, including the presence of one Interested\nTrustee who is an executive officer of the Adviser, facilitates an efficient flow of information concerning the management of the Funds\nto the Independent Trustees.\n\n**Board’s Role in Risk Oversight**\n\nThe Funds have retained the Adviser\nto provide investment advisory services and certain administrative services. The Adviser is primarily responsible for the management of\nrisks that may arise from the Funds’ investments and operations. Certain employees of the Adviser serve as the Funds’ officers,\nincluding the Funds’ President, Chief Executive Officer, Secretary and Chief Financial Officer. The Board oversees the performance\nof these functions by the Adviser, both directly and through the Committee structure the Board has established. The Board receives from\nthe Adviser reports on a regular and as-needed basis relating to the Funds’ investment activities and to the actual and potential\nrisks of the Funds, including reports on investment risks, compliance with applicable laws, and the Funds’ financial accounting\nand reporting. In addition, the Board meets periodically with the portfolio managers of each Fund to receive reports regarding the portfolio\nmanagement of each Fund and its performance and investment risks.\n\nIn addition, the Board has appointed\na Chief Compliance Officer (“CCO”). The CCO oversees the development of compliance policies and procedures of the Funds\nthat are reasonably designed to minimize the risk of violations of the federal securities laws (“Compliance Policies”).\nThe CCO reports directly to the Independent Trustees and provides presentations to the Board at its quarterly meetings and an annual report\non the application of the Compliance Policies. The Board discusses relevant risks affecting the Funds with the CCO at these meetings.\nThe Board has approved the Compliance Policies and reviews the CCO’s reports. Further, the Board annually reviews the sufficiency\nof the Compliance Policies, as well as the appointment and compensation of the CCO.\n\n**Board Committees**\n\n** **\n\nThe Trustees have determined that\nit is desirable to delegate responsibility for certain specific matters to committees of the Board. The committees meet as often as necessary,\neither in conjunction with regular meetings of the Trustees or otherwise. Currently, the two committees of the Board are the Audit Committee\nand the Nominating and Corporate Governance Committee.\n\n*Audit Committee*\n\n* *\n\nThe Audit Committee is charged\nwith selecting a firm of independent registered public accountants for the Funds and reviewing accounting matters with the accountants.\n\nThe Audit Committee is comprised\nof all of the Independent Trustees: Andrea N. Mullins (Chair), Brian R. Bruce and John H. Alban. The Board has determined that Ms. Mullins\nis an audit committee financial expert and is independent for the purpose of the definition of audit committee financial expert as applicable\nto the Funds.\n\nThe report of the Audit Committee\nis set forth in Annex D to this Proxy Statement.\n\nThe Audit Committee is governed\nby a written charter. A copy of the Audit Committee charter is available on the Funds’ website at www.nxgim.com.\n\nAudit Committee Pre-Approval Policies and Procedures\n\nIn accordance with the adopted\npre-approval policies and procedures, the Audit Committee has pre-approved all audit and non-audit services provided to the Funds by their\nindependent registered public accounting firm. The Audit Committee has delegated to the Chair of the Audit Committee, either acting alone\nor acting together with any other member of the Audit Committee, the authority to pre-approve any audit or permissible non-audit services;\nprovided, however, that the Chair of the Audit Committee remains responsible for reporting any pre-approvals granted to the full Audit\nCommittee at its next scheduled meeting.\n\n9\n\nPre-approval by the Audit Committee\nof any permissible non-audit services is not, however, required so long as: (i) the aggregate amount of all such permissible non-audit\nservices provided to a Fund constitutes not more than 5% of the total amount of revenues paid by the Fund to its independent registered\npublic accounting firm during the fiscal year in which the permissible non-audit services are provided; (ii) the permissible non-audit\nservices were not recognized by a Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought\nto the attention of the Audit Committee and approved prior to the completion of the audit by the Audit Committee or the Chair.\n\nDuring the fiscal year ended November 30,\n2025, all non-audit services provided by the Funds’ independent registered public accounting firm to the Adviser, or any entity\ncontrolling, controlled by, or under common control with the Adviser, were pre-approved by each Funds’ Audit Committee. For more\ninformation about the Funds’ independent registered public accounting firm, see “Additional Information — Independent\nAuditors.”\n\n*Nominating and Corporate Governance Committee*\n\n* *\n\nThe purposes of the Nominating\nand Corporate Governance Committee are to review and make recommendations on the composition of the Board, develop and make recommendations\nto the Board regarding corporate governance matters and practices, and review and make recommendations to the Board with respect to any\ncompensation to be paid to certain persons including the CCO of the Funds and the Independent Trustees. The Nominating and Corporate Governance\nCommittee is composed of all of the Independent Trustees: John H. Alban (Chair), Brian R. Bruce and Andrea N. Mullins.\n\nAs part of its duties, the Nominating\nand Corporate Governance Committee makes recommendations to the full Board with respect to candidates for the Board. The Nominating and\nCorporate Governance Committee will consider trustee candidates recommended by shareholders. In considering candidates submitted by shareholders,\nthe Nominating and Corporate Governance Committee will take into consideration the needs of the Board and the qualifications of the candidate.\nThe Nominating and Corporate Governance Committee may also take into consideration the number of shares held by the recommending shareholder\nand the length of time that such shares have been held. To have a candidate considered by the Nominating and Corporate Governance Committee,\na shareholder must submit the recommendation in writing and must include:\n\n●The name of the shareholder and evidence of the\nperson’s ownership of shares of a Fund, including the number of shares owned and the length of time of ownership; and\n\n●The name of the candidate, the candidate’s\nresume or a listing of his or her qualifications to be a Trustee of the Funds and the person’s consent to be named as a Trustee\nif selected by the Nominating and Corporate Governance Committee and nominated by the Board.\n\nThe shareholder recommendation\nand information described above must be sent to the Secretary of the Funds, c/o Cushing® Asset Management, LP, 4925 Greenville\nAve., Suite 1310, Dallas, Texas 75206 and must be received by the Secretary not less than 120 days prior to the anniversary date of the\nFunds’ most recent annual meeting of shareholders. The Nominating and Corporate Governance Committee believes that the minimum qualifications\nfor serving as a Trustee of the Funds are that a candidate demonstrates, by significant accomplishment in his or her field, an ability\nto make a meaningful contribution to the Board’s oversight of the business and affairs of the Funds and has an impeccable record\nand reputation for honest and ethical conduct in both his or her professional and personal activities. In addition, the Nominating and\nCorporate Governance Committee examines a candidate’s specific experiences and skills, time availability in light of other commitments,\npotential conflicts of interest and independence from the Adviser and the Funds. The Nominating and Corporate Governance Committee does\nnot have a formal policy regarding the consideration of diversity in identifying trustee candidates. For a discussion of experiences,\nqualifications, attributes or skills supporting the appropriateness of each Trustee’s service on the Board, see the biographical\ninformation of the Trustees above in the section entitled “Trustees and Trustee Nominees.”\n\n10\n\nThe Nominating and Corporate Governance\nCommittee is governed by a written charter. A copy of the Nominating and Corporate Governance Committee charter is available on the Funds’\nwebsite at www.nxgim.com.\n\n**Officers of the Funds**\n\n** **\n\nThe following information relates\nto the executive officers of the Funds who are not Trustees. Fund officers receive no compensation from the Funds but may also be officers\nor employees of the Adviser and may receive compensation in such capacities.\n\n**Name, Year of Birth and Address(1)**\n**Position(s) Held with the Funds**\n**Term of Office and Length of Time Served(2)**\n**Principal Occupation(s) During Past Five Years**\n\nBlake R. Nelson\n\n(1986)\nChief Financial Officer and Treasurer\nOfficer since 2021\nChief Financial Officer (2021-present) and Controller (2013-2021) of the Adviser. Previously, fund accountant at JD Clark & Company (2011-2013). Mr. Nelson is a Certified Public Accountant.\n\nBrad Mead\n\n(1990)\nChief Compliance Officer and Secretary\nOfficer since 2024\nChief Compliance Officer of the Adviser and funds in the Fund Complex (2024-present); Senior Compliance Consultant at Cloudbreak Compliance Group (2023-2024); Senior Manager, Manager and Senior Associate of Compliance at IQEQ (2020-2023); Senior Associate and Associate of Compliance at Blue River Partners LLC (2018-2020).\n\n(1)The business address of each officer is c/o Cushing® Asset Management, LP, One Energy Square, 4925 Greenville Ave.,\nSuite 1310, Dallas, Texas 75206.\n\n(2)Term of office is at the discretion of the Board or until a successor has been duly elected and qualified.\nThe year set forth above is the earliest year in which the officer was appointed as an officer of any Fund.\n\n** **\n\n**Shareholder Communications to the Trustees**\n\nShareholders and other interested\nparties may contact the Board or any member of the Board by mail. To communicate with the Board or any member of the Board, correspondence\nshould be addressed to the Board or the Board members with whom you wish to communicate by either name or title. All such correspondence\nshould be sent c/o the Secretary of the Funds c/o Cushing® Asset Management, LP, at 4925 Greenville Ave., Suite 1310,\nDallas, Texas 75206.\n\n**Beneficial Ownership of Securities**\n\n* *\n\nThe following table provides information\nconcerning the dollar range of each Fund’s equity securities owned by each Trustee or Trustee nominee and the aggregate dollar range\nof securities owned in the Fund Complex by each Trustee as of December 31, 2025:\n\n**Trustee**\n**SRV**\n**NXG**\n**Aggregate(1)**\n\n**Independent Trustees:**\n\nBrian R. Bruce\n$10,001-$50,000\nNone\n$10,001-$50,000\n\nAndrea N. Mullins\n$10,001-$50,000\n$10,001-$50,000\n$50,000-$100,000\n\nJohn H. Alban\n$10,001-$50,000\n$50,000-$100,000\n$50,000-$100,000\n\n**Interested Trustee:**\n\nJohn Musgrave\nOver $100,000\nNone\nOver $100,000\n\n(1)As of December 31, 2025, the family of registered investment\ncompanies consisted of two funds.\n\nAs of December 31, 2025,\neach Trustee or Trustee nominee and officer and the Trustees, Trustee nominees and officers of each Fund as a group owned less than 1%\nof the outstanding Shares of each Fund.\n\n11\n\n**Board Meetings**\n\nIt is the Funds’ policy\nto encourage Trustees to attend annual shareholder meetings. All of the Trustees attended the joint annual meeting of shareholders of\nthe Funds held on May 22, 2025.\n\n6 meetings of the Board of NXG\nand 6 meetings of the Board of SRV were held during the fiscal year ended November 30, 2025.\n\n1 meeting of the Audit Committee\nand 2 meetings of the Nominating and Corporate Governance Committee were held during the fiscal year ended November 30, 2025.\n\nDuring the fiscal year ended November 30,\n2025, each Trustee attended all regular meetings of the Board and all meetings of all committees of the Board on which the Trustee served.\n\n**Trustee Compensation**\n\nThe following table provides information\nregarding compensation of the Trustees or Trustee nominees of each Fund and for the Fund Complex, each for the fiscal year ended November 30,\n2025. Officers of the Funds do not receive any compensation from the Funds. The Trustees do not receive any pension or retirement benefits\nfrom the Fund Complex.\n\n**Trustee**\n**SRV**\n**NXG**\n**Total Paid to Trustees by the Fund Complex(1)**\n\n**Independent Trustees:**\n\nBrian R. Bruce\n$62,537\n$62,463\n$125,000\n\nAndrea N. Mullins\n$59,923\n$60,077\n$120,000\n\nJohn H. Alban\n$57,832\n$58,168\n$116,000\n\n**Interested Trustee:**\n\nJohn Musgrave\nN/A\nN/A\nN/A\n\n(1)The “Fund Complex” includes each registered investment\ncompany for which the Adviser serves as investment adviser. As of the date of this proxy statement, there were two funds in the Fund\nComplex.\n\n**Required Vote**\n\nThe affirmative vote of a plurality\n(*i.e.*, the greatest number of affirmative votes) of the shares present in person or by proxy at the Annual Meeting at which\na quorum (*i.e.*, one-third of the outstanding shares of each Fund entitled to vote at the Annual Meeting) is present is necessary\nto approve the Election of the Trustees.\n\n**THE BOARD, INCLUDING THE INDEPENDENT\nTRUSTEES, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE TRUSTEE NOMINEE(S) NAMED IN THIS PROXY STATEMENT FOR YOUR FUND.**\n\n12\n\n****\n\n**PROPOSAL #2: APPROVAL OF NEW ADVISORY AGREEMENTS**\n\n** **\n\n**Background**\n\n*The Adviser*. The Adviser,\nCushing® Asset Management, LP, d/b/a NXG Investment Management, a registered investment adviser under the Investment Advisers\nAct of 1940, as amended, serves as each Fund’s investment adviser and is responsible for the management of each Fund.\n\nThe Adviser is a Texas limited\npartnership. The principal business address of the Adviser is One Energy Square, 4925 Greenville Ave., Suite 1310, Dallas, Texas 75206.\n\nThe Adviser operates pursuant\nto the Adviser Operating Agreement among Jerry V. Swank, Swank Capital and NXG Cushing. Swank Capital is the sole general partner\nof the Adviser. Swank Capital is wholly owned by Jerry V. Swank. The principal business address of Swank Capital is 4925 Greenville Ave.,\nSuite 1310, Dallas, Texas 75206.\n\nAs of March 31, 2026, Mr. Swank\nowns 80.18% of the Adviser (including 79.18% held directly and 1.00% held through Swank Capital, which Mr. Swank controls) and NXG Cushing\nowns 19.82% of the Adviser.\n\nSenior management of the Adviser\ncurrently directs the day-to-day operations of the Adviser pursuant to authority delegated by the General Partner.\n\n*NXG Cushing*. NXG Cushing\nis owned by certain members of senior management of the Adviser:\n\n●John Musgrave, Chief Executive Officer of the\nAdviser and Trustee, CEO and President of each Fund;\n\n●Blake Nelson, Chief Financial Officer of the\nAdviser and Chief Financial Officer and Treasurer of each Fund; and\n\n●Todd Sunderland, Chief Risk Officer, Chief Operating\nOfficer and Portfolio Manager of the Adviser.\n\nThe principal business address\nof NXG Cushing and each of Mr. Musgrave, Mr. Nelson and Mr. Sunderland is One Energy Square, 4925 Greenville Ave., Suite 1310, Dallas,\nTexas 75206.\n\n**The Transaction**\n\n** **\n\nNXG Cushing has agreed to acquire\nfrom Mr. Swank (directly or indirectly from Swank Capital) interest in the Adviser that will result in NXG Cushing owning an approximately\n62% interest in the Adviser, together with the interest in the Adviser currently held by NXG Cushing and the interest that will be transferred\nto NXG Cushing pursuant to the terms of the Adviser Operating Agreement in the second quarter of 2026. Pursuant to the terms of the Adviser\nOperating Agreement, upon acquiring a 60% or greater interest in the Adviser, NXG Cushing will replace Swank Capital, an entity which\nis wholly owned by Mr. Swank, as the general partner of the Adviser. Subject to certain conditions, including obtaining shareholder approval\nof the New Advisory Agreements and conditions applicable to financing to be obtained by NXG Cushing with respect to the Transaction, the\nClosing of the Transaction is expected to occur in the third quarter of 2026.\n\nThe Closing of the Transaction\nwill cause a change of control of the Adviser and, consequently, an “assignment” of the current advisory agreement between\nthe Adviser and your Fund, which will cause such agreement to terminate. In order to provide continuity of advisory services for your\nFund after the closing of the Transaction, the Board of Trustees of your Fund is requesting that you approve a new investment advisory\nagreement between the Adviser and your Fund to permit the Adviser to continue to serve as investment adviser to the Fund following the\nTransaction.\n\n** **\n\n**The Adviser Ownership Plan**\n\nMr. Swank has reduced his involvement\nin the day-to-day affairs of the Adviser, including by resigning as a Trustee of the Funds in 2023. Under the terms of the Adviser Operating\nAgreement, the Adviser Ownership Plan provides that in connection with Mr. Swank’s retirement from the Adviser, Mr. Swank\nhas agreed to reduce the Swank Ownership Interest over time along with a commensurate increase in ownership of the Adviser by NXG Cushing\nthrough increased quarterly revenue distributions from the Adviser to Mr. Swank pursuant to the Adviser Operating Agreement. The\nAdviser Ownership Plan commenced upon the execution of the Adviser Operating Agreement, effective as of June 6, 2024.\n\n13\n\nIf the Transaction does not occur,\nNXG Cushing is expected to acquire a greater than 25% interest in the Adviser on or about September 30, 2026. However, because the occurrence\nof the Ownership Shift may be deemed to be a change of control and, consequently, an “assignment” of the current advisory\nagreement between the Adviser and your Fund, the Adviser Operating Agreement provides that the Ownership Shift may only occur if the New\nAdvisory Agreements have been approved.\n\nPursuant to the Adviser Ownership\nPlan, it is expected that eventually Mr. Swank will divest the entire Swank Ownership Interest in the Adviser and NXG Cushing will\nhold 100% of the interests in the Adviser. If the Transaction does not occur, one or more future transfers of ownership interests from\nMr. Swank to NXG Cushing pursuant to the Adviser Ownership Plan may be deemed to be a change of control, and, consequently, an “assignment”\nof the then current advisory agreement between the Adviser and your Fund, and Board and shareholder approval of a new investment advisory\nagreement will be obtained in connection with any such future transfers of ownership interests pursuant to the Adviser Ownership Plan\nthat are deemed to be a change of control.\n\n**The Proposal**\n\nTo ensure that the existing advisory\nservices provided to the Funds can continue uninterrupted, shareholders are being asked to approve the New Advisory Agreement between\nthe Adviser and each Fund.\n\n**Prior Advisory Agreements**\n\n** **\n\nSRV’s current investment\nadvisory agreement was last approved by shareholders on August 29, 2007. NXG’s current investment advisory agreement was last approved\nby shareholders on September 28, 2012. Each Fund’s current investment advisory agreement was last approved for continuance\nby the Board on January 28, 2026. Each Fund’s current investment advisory agreement provides for its automatic termination in the\nevent of an “assignment,” as defined in the 1940 Act.\n\n**New Advisory Agreement**\n\nIt is proposed that the Adviser\nand each Fund enter into a new investment advisory agreement, to become effective upon the date of the Closing of the Transaction, or\nif the Transaction does not occur, on the date of the occurrence of the Ownership Shift.\n\nBased upon the considerations\ndescribed below under “— Board Considerations,” the Board, including the Independent Trustees, approved each Fund’s\nNew Advisory Agreement.\n\nThere are no material differences\nbetween the terms of each Fund’s New Advisory Agreement and the terms of each Fund’s prior investment advisory agreement.\nForms of the New Advisory Agreements are attached in Annex B and Annex C hereto.\n\n*Advisory Services*. Under\neach Fund’s New Advisory Agreement, the Adviser is retained to provide investment advisory services with respect to the applicable\nFund’s investment portfolio. The services to be provided by the Adviser include certain of the day-to-day operations of each Fund\nsubject to the direction and control of the Board. Such services include (i) managing the investment and reinvestment of each Fund’s\nassets in accordance with such Fund’s investment policies, (ii) arranging for the purchase and sale of securities and other assets,\n(iii) providing investment research and analysis concerning the Fund’s assets, (iv) placing orders for purchases and sales of the\nFund’s assets, (v) maintaining books and records required to support the Fund’s investment operations, (vi) monitoring on\na daily basis the investment activities and portfolio holdings of the Fund and (vii) voting proxies relating to the Fund’s portfolio\nsecurities in accordance with the Adviser’s proxy voting policies and procedures. The services provided by the Adviser pursuant\nto each Fund’s New Advisory Agreement are identical to the services provided pursuant to each Fund’s prior investment advisory\nagreement.\n\n14\n\n*Compensation*. Each Fund’s\nNew Advisory Agreement does not result in any change in the Fund’s advisory fee rate. Pursuant to each New Advisory Agreement, the\nAdviser will receive, as full compensation for all services rendered by the Adviser to each Fund as such, an investment-advisory fee,\npayable quarterly in arrears, at an annual rate of 1.25% of such Fund’s Average Weekly Managed Assets. “Average Weekly Managed\nAssets” with respect to a particular month means the average of the values of each weekly calculation of the Managed Assets of the\napplicable Fund that takes place as of any date during that month. “Managed Assets” means the total assets of the applicable\nFund, minus all accrued expenses incurred in the normal course of operations other than liabilities or obligations attributable to investment\nleverage, including, without limitation, investment leverage obtained through (i) indebtedness of any type (including, without limitation,\nborrowing through a credit facility or the issuance of debt securities), (ii) the issuance of preferred stock or other similar preference\nsecurities and/or (iii) the reinvestment of collateral received for securities loaned in accordance with the Fund’s investment objective\nand policies.\n\nThe Investment Adviser has contractually\nagreed to waive a portion of the management fee for each Fund in the amount equal to 0.25% of the Fund’s Managed Assets through\nFebruary 1, 2027, which waivers will continue in effect under the New Advisory Agreement until the expiration date of the waivers.\n\nDuring the fiscal year ended November\n30, 2025. SRV paid the Adviser investment advisory fees of $3,276,885 and NXG paid the Adviser advisory fees of $3,676,013. During the\nfiscal year ended November 30, 2025, the Adviser waived $655,377 in advisory fees payable by SRV and waived $719,576 in advisory fees\npayable by NXG pursuant to contractual fee waivers.\n\n*Duration and Termination*.\nAssuming approval by shareholders, each Fund’s New Advisory Agreement shall continue for an initial term of one year. Thereafter,\neach Fund’s New Advisory Agreement shall continue in effect from year to year if approved annually (i) by the Board or the holders\nof a majority of the outstanding voting securities of the applicable Fund and (ii) by a majority of the trustees who are not “interested\npersons” of the applicable Fund or the Adviser, by vote cast in-person at a meeting called for the purpose of voting on such approval.\nEach Fund’s New Advisory Agreement may be terminated (i) by the Fund or the Adviser at any time, without the payment of any penalty,\nupon giving the other party 60 days’ written notice, or (ii) by the Adviser on 60 days’ written notice to the Fund. Each Fund’s\nNew Advisory Agreement will also immediately terminate in the event of its assignment, as defined in the 1940 Act. These provisions of\neach Fund’s New Advisory Agreement are identical to provisions of each Fund’s prior investment advisory agreement.\n\n*Limitation of Liability*.\nEach Fund’s New Advisory Agreement provides that the Adviser will not be liable for any error of judgment or mistake of law or for\nany loss suffered by the Adviser or by the applicable Fund in connection with the performance of the New Advisory Agreement, except a\nloss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful\nmisfeasance, bad faith or gross negligence on the part of the Adviser in the performance of its duties or from reckless disregard by the\nAdviser of its duties under the New Advisory Agreement. These provisions of each Fund’s New Advisory Agreement are identical to\nprovisions of such Fund’s prior investment advisory agreement.\n\n**Board Considerations**\n\nThe following is a discussion\nof the material factors and the conclusions with respect thereto that formed the basis for the Board’s recommendation that shareholders\napprove each Fund’s New Advisory Agreement.\n\nIn determining whether to approve\nthe New Advisory Agreements at a meeting of the Board held on January 28, 2026 (the “January Board Meeting”) the Independent\nTrustees considered and approved the continuance of each Fund’s current investment advisory agreement and approved each Fund’s\nNew Advisory Agreement. In connection with the January Board Meeting, counsel to the Independent Trustees (“Independent Legal Counsel”)\nsubmitted to the Adviser requests for information about the continuance of each Fund’s current advisory agreement and additional\ninformation in connection with the Transaction, the Adviser Ownership Plan and the New Advisory Agreements. The Independent Trustees received\ninformation and presentations that supported the Independent Trustees’ decision to renew each Fund’s current investment advisory\nagreement with the Adviser. The Adviser also discussed with the Independent Trustees the Transaction, the Adviser Ownership Plan and the\nNew Advisory Agreements. The Independent Trustees’ consideration of the information provided by the Adviser regarding the continuance\nof each Fund’s current advisory agreement is referred to herein as the “Contract Review”) and the Independent Trustees’\nconsideration of the information regarding the New Advisory Agreements, the Transaction and the Adviser Ownership Plan at the January\nBoard Meeting in response to requests submitted by Independent Legal Counsel and information about the Adviser Ownership Plan considered\nat prior meetings is referred to herein as the “Transaction Diligence.”\n\n15\n\nThe Independent Trustees considered\nthe information received as a part of the Contract Review and the Transaction Diligence, as well as its accumulated experience in governing\nthe Funds. The Independent Trustees reviewed and analyzed various factors they deemed relevant to the approval of the New Agreements (some\nof which also applied to the consideration of the renewal of the current advisory agreements), including the following factors, among\nothers, none of which by itself was considered dispositive:\n\n●*The Nature, Extent, and Quality of the Services\nProvided by the Adviser.* The Independent Trustees reviewed the services being provided by the Adviser to the Funds including, without\nlimitation, the nature and quality of the investment advisory services provided to the Funds. The Board received and considered information\nregarding the nature, extent and quality of services provided to the Funds under the New Advisory Agreements, including the Adviser’s\nForm ADV and other background materials supplied by the Adviser.\n\nThe Board reviewed and considered the Adviser’s\ninvestment advisory personnel, its history, the proposed changes to the Adviser’s ownership structure, and the amount of assets\ncurrently under management by the Adviser. The Board also reviewed the research and decision-making processes used by the Adviser, including\nthe methods adopted to seek to achieve compliance with the investment objectives, strategies, policies, and restrictions of the Funds.\n\nThe Board considered the background and\nexperience of the Adviser’s management in connection with the Funds, including reviewing the qualifications, backgrounds and responsibilities\nof the management team members primarily responsible for the day-to-day portfolio management of the Funds and the extent of the resources\ndevoted to research and analysis of the Funds’ actual and potential investments. The Board also reviewed certain of the Adviser’s\npolicies and procedures, including the Adviser’s Code of Ethics.\n\n●*Consideration of Investment Performance.*The\nIndependent Trustees noted that it regularly reviews the performance of the Funds throughout the year. The Independent Trustees reviewed\nperformance information provided by an independent third-party data provider for the periods ended November 30, 2025, comparing the performance\nof each Fund against its peer group over several time horizons, and using different performance metrics, including, but not limited to,\nthe comparative performance of the Funds in terms of net asset value (NAV) and market price.\n\nSRV. The Trustees noted that the\nFund’s peer group was small, consisting of only five funds (including the Fund) for the one-year, three-year, five-year, and ten-year\nperiods ended November 30, 2025. The Board determined that the Fund’s performance based on NAV was in the highest performing quartile\nfor the one-year and ten-year periods, in the second highest performing quartile for the three-year period, and in the second lowest performing\nquartile for the five-year period. With respect to the Fund’s performance based on market price, the Board determined that the Fund’s\nperformance was in the highest performing quartile over the one-year, three-year, and ten-year periods, and in the second highest performing\nquartile over the five-year period.\n\nNXG. The Trustees noted that the\nFund’s peer group was small, consisting of only four funds (including the Fund) for the one-year and three-year periods ended November\n30, 2025, three funds for the five-year period ended November 30, 2025, and two funds for the ten-year period ended November 30, 2025.\nThe Trustees determined that, among the funds in the peer group, the Fund’s performance based on NAV was the highest performing\nfund over the three-year and five-year periods, ranked third out of four funds for the one-year period, and ranked second out of two funds\nover the ten-year period. Based on market price, the Trustees determined that the Fund was the highest performing fund over the three-year,\nfive-year, and ten-year periods and ranked third out of four funds for the one-year period.\n\n●*Consideration of Advisory Fees and the Cost\nof the Services.*The Board noted that each Agreement has the same expense structure. The Board also considered the information they\nreceived comparing the Fund’s contractual annual advisory fee and overall expenses, to the extent available, with a peer group of\ncompetitor closed-end funds determined by an independent third-party data provider. The Board discussed the funds contained in the peer\ngroups and universes and the general methodology used by the data provider in preparing its report. The Board further determined that\nbecause the Fund’s advisory fee waiver is a direct reduction of the advisory fee payable by the applicable Fund and not sensitive\nto other fund operating expenses, the Board would use each Fund’s contractual advisory fee net of its contractual advisory fee waiver\nfor the purposes of evaluating advisory fees and related costs of the services rendered to the applicable Fund.\n\n16\n\n**\n\nSRV. The Board determined that the\nFund’s peer group was small, consisting of only five funds (including the Fund), and that the Fund’s total net expense ratio\n(based on net AUM) of 2.70% and total net expense ratio (based on managed AUM) of 1.95% were each in the most expensive quartile with\nrespect to its peer group, and the Fund’s contractual advisory fee of 1.25%, as reduced to 1.00% to account for the 0.25% contractual\nadvisory fee waiver was equal to the median contractual advisory fee for its peer group.\n\n* *\n\nNXG. The Board determined that the\nFund’s peer group was small, consisting of only four funds (including the Fund), and that the Fund’s total net expense ratio\n(based on net AUM) of 2.38% and total net expense ratio (based on managed AUM) of 1.71% were each in the most expensive quartile with\nrespect to its peer group, while its contractual advisory fee of 1.25%, as reduced to 1.00% to account for the 0.25% contractual advisory\nfee waiver, was in the second least expensive quartile for its peer group.\n\n●*Comparable Accounts.*The Board reviewed\nthe other accounts and investment vehicles managed by the Adviser and discussed the similarities and differences between these accounts\nand the Funds.\n\n●*Profitability*. The Board received and\nconsidered a profitability analysis prepared by the Adviser, using a template developed in consultation with counsel to the Independent\nTrustees, that set forth the fees payable by each Fund under each New Advisory Agreement and the expenses incurred by the Adviser in connection\nwith the operation of such Fund. The Board used this analysis to evaluate the fairness of the profits realized and anticipated to be realized\nby the Adviser with respect to each Fund.\n\nThe Board considered the profitability\nof the Adviser with respect to each Fund and the assumptions made by the Adviser in the profitability analysis. The Board noted that each\nFund was profitable to the Adviser, both before and after distribution expenses.\n\n●*Economies of Scale.* The Board considered\nwhether economies of scale in the provision of services to each Fund had been or would be passed along to the relevant Fund’s shareholders\nunder the New Advisory Agreements.\n\n●*Other Benefits.* The Board reviewed and\nconsidered any other incidental benefits derived or to be derived by the Adviser from its relationship with each Fund, including but not\nlimited to soft dollar arrangements.\n\nThe Trustees also considered certain differences and\nsimilarities between the operation of each Fund under the current advisory agreements and the New Advisory Agreements and the effects\nof the Transaction on each Fund. Among other items, the Trustees considered the following, none of which by itself was considered dispositive:\n\n●*Continuity of Portfolio Management.* The\nIndependent Trustees noted that the existing portfolio management team is expected to continue to provide portfolio management to the\nFunds and to continue to be responsible for the execution of portfolio transactions for the Funds following the Closing of the Transaction\nor the occurrence of the Ownership Shift. The Adviser provided information with respect to these services in connection with the Contract\nReview.\n\n●*Continuity in Investment Objective, Strategies\nand Principal Risks.*The Independent Trustees noted that the Adviser does not intend to propose changes to the Funds’ respective\ninvestment objectives, strategies or restrictions in connection with the Change of Control Event.\n\n●*Investment Advisory Fee*. The investment\nadvisory fee payable to the Adviser under each of the New Agreements will be the same as the investment advisory fee paid to the Adviser\nunder the current advisory agreements, which the Independent Trustees determined to be reasonable as part of the Contract Review.\n\n17\n\n●*Terms of the New Advisory Agreements*.\nThe Independent Trustees considered the acceptability of the terms of the New Advisory Agreements. There are no material differences between\nthe terms of each of the New Advisory Agreements and the terms of the current investment advisory agreements.\n\n●*The Adviser’s Assurance Regarding the\nNature, Quality and Extent of Services*. The Independent Trustees considered that the Adviser stated that following the Closing of\nthe Transaction or the occurrence of the Ownership Shift there will not be any diminution in the nature, quality and extent of services\nprovided to the Funds.\n\n●*Costs and Expenses of the Transaction*.\nThe Independent Trustees considered that shareholders of the Funds will not bear any costs in connection with the Transaction or the Ownership\nShift, inasmuch as the Adviser will bear the costs and expenses of preparing the proxy statement and soliciting proxies in connection\nwith this Proposal 2 and any other costs of the Funds associated with the Transaction or the Ownership Shift.\n\n*Overall Conclusions*. The\nIndependent Trustees concluded that the scope and quality of services to be provided under the New Advisory Agreements will be at least\nequivalent to the scope and quality of services provided under the current investment advisory agreements. In addition, the Independent\nTrustees concluded that the Funds’ investment advisory fees were fair and reasonable in light of the extent and quality of the services\nto be provided and other benefits to be received. The Independent Trustees determined that approval of the applicable New Advisory Agreement\nwas in the best interest of each Fund. In reaching this conclusion, no single factor was determinative or conclusive and each Trustee,\nin the exercise of his or her business judgment, may afford different weights to different factors. At a meeting held on January 28, 2026,\nthe Independent Trustees approved each of the New Advisory Agreements and determined to recommend approval of the New Advisory Agreements\nby Shareholders.\n\n**Section 15(f) of the 1940 Act**\n\nThe Board has been advised that\nthe Adviser intends to comply with the requirements of Section 15(f) of the 1940 Act in connection with the Transaction or the Ownership\nShift. Section 15(f) provides in substance that an investment adviser or any of its affiliated persons may receive any amount or\nbenefit in connection with the sale of securities of, or other interest in, such investment adviser that results in an assignment of an\ninvestment advisory contract so long as two conditions are satisfied. The first condition of Section 15(f) is that, during the three-year\nperiod following the consummation of a transaction, at least 75% of the relevant investment company’s board of trustees must not\nbe “interested persons” (as defined in the 1940 Act) of the investment adviser or predecessor adviser. The composition of\nthe Board currently meets this test. Second, an “unfair burden” (as defined in the 1940 Act, including any interpretations\nor no-action letters of the SEC or the staff of the SEC) must not be imposed on the investment company as a result of the transaction\nrelating to the sale of such interest, or any express or implied terms, conditions or understandings applicable thereto. The term “unfair\nburden” (as defined in the 1940 Act) includes any arrangement, during the two-year period after the transaction, whereby the investment\nadviser (or predecessor or successor investment adviser), or any “interested person” (as defined in the 1940 Act) of such\ninvestment adviser, receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security\nholders (other than fees for bona fide investment advisory or other services) or from any person in connection with the purchase or sale\nof securities or other property to, from or on behalf of the investment company (other than bona fide ordinary compensation as principal\nunderwriter for the investment company).\n\n18\n\n****\n\n**Additional Information about the Adviser**\n\n** **\n\n*Other Investment Companies\nAdvised by the Adviser. *Except as set forth below, the Adviser does not serve as investment adviser to any other registered\ninvestment companies or business development companies with similar investment objectives as the Funds:\n\n**Fund**\n**Type of Fund**\n**Assets Under Management**\n**Advisory Fee Rate**\n\nNYLI Cushing® MLP Premier Fund\nOpen-End Mutual Fund\n$1.2 billion\n0.55%*\n\n*The Adviser serves as investment sub-adviser to NYLI Cushing®\nMLP Premier Fund (the “Mutual Fund”). The Mutual Fund pays to its investment adviser an annual investment advisory\nfee of 1.10% of the Fund’s average daily net assets from which the investment adviser pays to the Adviser an annual sub-advisory\nfee of 0.55% of the Fund’s average daily net assets.\n\n*Relationships with the Funds* Except\nas set forth herein, no Trustee or officer of the Funds is an officer, employee, director, general partner or shareholder of the Adviser\nor has any material direct or indirect interest in the Adviser or any other person controlling, controlled by or under common control\nwith the Adviser.\n\n*Affiliated Brokerage.*During\nthe fiscal year ended November 30, 2025, the Funds paid no brokerage commissions to (i) any broker that is an affiliated person\nof the Funds or an affiliated person of such person, or (ii) any broker an affiliated person of which is an affiliated person of\nthe Adviser.\n\n*Other Payments to Affiliates*. During\nthe fiscal year ended November 30, 2025, the Funds made no material payments to the Adviser or any affiliated person of the Adviser\nfor services provided to the Funds except as described herein**.**\n\n** **\n\n**Required Vote**\n\nApproval of each Fund’s\nNew Advisory Agreement requires the affirmative vote of the lesser of (i) 67% or more of the shares entitled to vote thereon present at\nthe Annual Meeting if the holders of more than 50% of such outstanding shares are present in person or represented by proxy; or (ii) more\nthan 50% of such outstanding shares entitled to vote thereon.\n\nIn the event that shareholders\nof either Fund do not approve their Fund’s New Advisory Agreement, the Board will determine a course of action believed by the Board\nto be in the best interests of such Fund and its shareholders.\n\n**Board Recommendation**\n\n**THE BOARD, INCLUDING THE INDEPENDENT\nTRUSTEES, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE NEW ADVISORY AGREEMENT FOR YOUR FUND.**\n\n19\n\n****\n\n**ADDITIONAL INFORMATION**\n\n**Further Information About Voting and the Annual\nMeeting**\n\nOne-third of the outstanding shares\nof each Fund entitled to vote at the Annual Meeting shall constitute a quorum at the Annual Meeting with respect to such Fund for purposes\nof conducting business at the Annual Meeting.\n\nThe Board has fixed the close\nof business on March 20, 2026 as the record date for the determination of shareholders of each Fund entitled to notice of, and to\nvote at, the Annual Meeting. Shareholders of each Fund on that date will be entitled to one vote on each matter to be voted on for each\nshare held and a fractional vote with respect to each fractional share with no cumulative voting rights.\n\nWhether or not you plan to attend\nthe Annual Meeting, we urge you to complete, sign, date, and return the enclosed proxy card in the postage-paid envelope provided or vote\nvia telephone or the Internet so your shares will be represented at the Annual Meeting. Instructions regarding how to vote via telephone\nor the Internet are included on the enclosed proxy card. The required control number for telephone and Internet voting is printed on the\nenclosed proxy card. The control number is used to match proxy cards with shareholders’ respective accounts and to ensure that,\nif a shareholder executed multiple proxy cards with respect to shares of a Fund, such shares are voted in accordance with the proxy card\nbearing the latest date.\n\nIf you attend the Annual Meeting\nand wish to vote in person, you will be able to do so. If you intend to attend the Annual Meeting in person and you are a record holder\nof a Fund’s shares, in order to gain admission you will be required to show valid photographic identification, such as your driver’s\nlicense. If you intend to attend the Annual Meeting in person and you hold your shares through a bank, broker or other custodian, in order\nto gain admission you will be required to show valid photographic identification, such as your driver’s license, and satisfactory\nproof of ownership of shares of a Fund, such as your voting instruction form (or a copy thereof) or broker’s statement indicating\nownership as of a recent date. If you hold your shares in a brokerage account or through a bank or other nominee, you will not be able\nto vote in person at the Annual Meeting unless you have previously requested and obtained a “legal proxy” from your broker,\nbank or other nominee and present it at the Annual Meeting.\n\nAll shares represented by your\nduly executed proxy/proxies received prior to the Annual Meeting will be voted at the Annual Meeting in accordance with the instructions\nmarked thereon or otherwise as provided therein. Shares represented by your duly executed proxy/proxies will be voted in accordance with\nyour instructions. If any other business is brought before the Annual Meeting, your shares will be voted at your proxies’ discretion.\n**If you sign and date the proxy card(s), but do not fill in a vote, your shares will be voted in accordance with the Board’s recommendations.**\n\nShareholders who execute proxy\ncards or record their voting instructions via telephone or the Internet may revoke their proxies at any time prior to the time they are\nvoted by giving written notice to the Secretary of the Funds, by delivering a subsequently dated proxy (including via telephone or the\nInternet) prior to the date of the Annual Meeting or by attending and voting at the Annual Meeting. Merely attending the Annual Meeting,\nhowever, will not revoke a previously submitted proxy.\n\nBroker-dealers that hold a Fund’s\ncommon shares in “street name” for the benefit of their customers will request the instructions of such customers on how to\nvote their common shares on the election of the Trustees. The Funds understand that, under the rules of the NYSE, such broker-dealers\nmay for certain “routine” matters, without instructions from their customers, grant discretionary authority to the proxies\ndesignated by the Board to vote if no instructions have been received prior to the date specified in the broker-dealers’ request\nfor voting instructions. Broker-dealers that are not members of the NYSE may be subject to other rules, which may or may not permit them\nto vote your shares without instruction. Therefore, you are encouraged to contact your broker-dealer and record your voting instructions.\n\nThe election of Trustees at the\nAnnual Meeting is a “routine” matter and beneficial owners who do not provide proxy instructions or who do not return a properly\nexecuted proxy card may have their shares voted by broker-dealers in favor of the proposal.\n\nApproval of the New Advisory Agreement\nis not expected to be a “routine” matter and therefore a beneficial owner’s broker may not vote their shares unless\nyou give instructions to your broker.\n\n20\n\nAbstentions or votes withheld\nwill be counted as shares present at the Annual Meeting for purposes of a quorum. Abstentions or votes withheld will not affect the result\nof the vote on the Election of the Trustees.\n\n“Broker non-votes”\n(*i.e*., shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owner or the\npersons entitled to vote and (ii) the broker does not have discretionary voting power on a particular matter) will be counted as shares\npresent for purposes of a quorum. Abstentions and broker non-votes will have the same effect as shares voted against Proposal 2, which\ncan have the effect of causing shareholders who choose not to participate in the proxy vote to prevail over shareholders who cast votes\nor provide voting instructions to their brokers or nominees. The Funds may request that selected brokers or nominees return proxies on\nbehalf of shares for which voting instructions have not been received if doing so is necessary to obtain a quorum.\n\n**Proxy Solicitation**\n\n** **\n\nThe Funds have retained Georgeson\nLLC to assist in the solicitation of proxies at an estimated cost of $70,000 for SRV and $60,000 for NXG, plus any out-of-pocket expenses.\n\nThe costs and expenses of preparing\nthe proxy statement and soliciting proxies in connection with Proposal 1 will be borne by the Funds. Each Fund pays a pro rata portion\n(based on respective net assets) of such costs and expenses.\n\nThe Adviser will bear the costs\nand expenses of preparing the proxy statement and soliciting proxies in connection with Proposal 2 and any other costs of the Funds associated\nwith the Transaction. The allocation of costs and expenses attributable to Proposal 1 and Proposal 2 will be approved by the Board. Costs\nand expenses incurred by the Adviser are not subject to recoupment from the Funds.\n\nThe Funds’ officers and\nemployees of the Adviser (none of whom will receive additional compensation therefor) may solicit proxies by telephone, mail, e-mail and\npersonal interviews. Brokerage houses, banks and other fiduciaries may be requested to forward proxy solicitation material to their principals\nto obtain authorization for the execution of proxies, and will be reimbursed by the Funds for such out-of-pocket expenses.\n\n**Administrator**\n\nU.S. Bancorp Fund Services,\nLLC, located at 811 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, serves as the Funds’ administrator.\n\n**Independent Auditors**\n\n** **\n\nErnst & Young LLP (“Ernst &\nYoung”) has been selected as the Funds’ independent registered public accounting firm by the Audit Committee and ratified\nby a majority of each Fund’s Board, including a majority of the Independent Trustees, to audit the accounts of the Funds for and\nduring the fiscal year ended November 30, 2026. Representatives of Ernst & Young are not expected to attend the Annual Meeting.\nThe Funds do not know of any direct or indirect financial interest of Ernst & Young in the Funds.\n\n*Audit Fees.*For each Fund’s two most recently\ncompleted fiscal years, the aggregate fees billed to each Fund by Ernst & Young for professional services rendered for the audit\nof such Fund’s annual financial statements are set forth on Annex A. All of the audit services for the fiscal years\nended November 30, 2024 and November 30, 2025 were approved by the Audit Committee in accordance with its pre-approval policies\nand procedures.\n\n* *\n\n*Audit-Related Fees.*For each Fund’s two\nmost recently completed fiscal years, the aggregate fees billed to each Fund by Ernst & Young for assurance and related services\nreasonably related to the performance of the audit of such Fund’s annual financial statements are set forth on Annex A. All\nof the audit-related services for the fiscal years ended November 30, 2024 and November 30, 2025 were approved by the Audit\nCommittee in accordance with its pre-approval policies and procedures.\n\n* *\n\n*Tax Fees.*For each Fund’s two most recently\ncompleted fiscal years, the aggregate fees billed by Ernst & Young and approved by the Audit Committee of each Fund for professional\nservices rendered for tax compliance, tax advice, and tax planning are set forth on Annex A.\n\n21\n\n**\n\nAll of the tax services for the fiscal years ended\nNovember 30, 2024 and November 30, 2025 were approved by the Audit Committee in accordance with its pre-approval policies and\nprocedures. Ernst & Young did not perform any other tax compliance or tax planning services or render any tax advice that were required\nto be approved by the Funds’ Audit Committee for such fiscal periods.\n\n*All Other Fees.*There were no fees billed by\nErnst & Young for the fiscal years ended November 30, 2024 and November 30, 2025 for services rendered to the Funds\nother than audit, audit-related and tax services.\n\n* *\n\n*Aggregate Non-Audit Fees.*For each Fund’s\ntwo most recently completed fiscal years, the aggregate non-audit fees billed by Ernst & Young for services rendered to each\nFund, the Adviser, and any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to\na Fund that are directly related to the operations and financial reporting of the Fund are set forth on Annex A.\n\n* *\n\n**Principal Shareholders**\n\nAs of March 20, 2026, to the knowledge\nof each Fund, no person beneficially owned more than 5% of the voting securities of the one class of securities of each Fund, except as\nset forth below:\n\n**Fund**\n**Shareholder Name and Address**\n**Class of Shares**\n**Share Holdings**\n**Percentage Owned**\n\nNXG\n\nSit Investment Associates, Inc.\n\nSit Fixed Income Advisers II, LLC(1)\n\n80 South Eighth Street, Suite 3300\n\nMinneapolis, MN 55402\n\nCommon Shares\n293,062\n5.2%\n\n(1)Based on Schedule 13G filed on January 6, 2026.\n\n**Delaware Statutory Trust Act — Control Share Acquisitions**\n\n** **\n\nBecause each Fund is organized\nas a Delaware statutory trust, it is subject to the control share acquisition statute (the “Control Share Statute”) contained\nin Subchapter III of the Delaware Statutory Trust Act (the “DSTA”), which became automatically applicable to listed closed-end\nfunds, such as the Funds, upon its effective date of August 1, 2022 (the “Effective Date”).\n\nThe Control Share Statute provides\nfor a series of voting power thresholds above which shares are considered control shares. The first such threshold is 10% or more, but\nless than 15%, of all voting power. Voting power is defined by the Control Share Statute as the power to directly or indirectly exercise\nor direct the exercise of the voting power of Fund shares in the election of Trustees. Whether a voting power threshold is met is determined\nby aggregating the holdings of the acquirer as well as those of its “associates,” as defined by the Control Share Statute.\n\nOnce a threshold is reached, an\nacquirer has no voting rights under the DSTA or the governing documents of a Fund with respect to shares acquired in excess of that threshold\n(i.e., the “control shares”) unless approved by shareholders or exempted by the Board of Trustees. Approval by shareholders\nrequires the affirmative vote of two-thirds of all votes entitled to be cast on the matter, excluding shares held by the acquirer and\nits associates as well as shares held by certain insiders of a Fund. The Control Share Statute provides procedures for an acquirer to\nrequest a shareholder meeting for the purpose of considering whether voting rights shall be accorded to control shares. Further approval\nby a Fund’s shareholders would be required with respect to additional acquisitions of control shares above the next applicable threshold\nlevel.\n\nThe Control Share Statute effectively\nallows non-interested shareholders to evaluate the intentions and plans of an acquiring person above each threshold level.\n\nAlternatively, the Board of Trustees\nis permitted, but not obligated, to exempt specific acquisitions or classes of acquisitions of control shares, either in advance or retroactively.\nThe Board of Trustees has considered the Control Share Statute. As of the date hereof, the Board of Trustees has not received notice of\nthe occurrence of a control share acquisition nor has been requested to exempt any acquisition. Therefore, the Board of Trustees has not\ndetermined whether the application of the Control Share Statute to an acquisition of Fund shares is in the best interest of the Fund and\nits shareholders and has not exempted, and has no present intention to exempt, any acquisition or class of acquisitions.\n\n22\n\nIf the Board of Trustees receives\na notice of a control share acquisition and/or a request to exempt any acquisition, it will consider whether the application of the Control\nShare Statute or the granting of such an exemption would be in the best interest of the Fund and its shareholders. The Fund should not\nbe viewed as a vehicle for trading purposes. It is designed primarily for risk-tolerant long-term investors.\n\nThe Control Share Statute does\nnot retroactively apply to acquisitions of shares that occurred prior to the Effective Date. However, such shares will be aggregated with\nany shares acquired after the Effective Date for purposes of determining whether a voting power threshold is exceeded, resulting in the\nnewly acquired shares constituting control shares.\n\nThe Control Share Statute requires\nshareholders to disclose to a Fund any control share acquisition within 10 days of such acquisition and, upon request, to provide any\ninformation that the Board of Trustees reasonably believes is necessary or desirable to determine whether a control share acquisition\nhas occurred.\n\nSome uncertainty around the general\napplication under the 1940 Act of state control share statutes exists as a result of recent federal and state court decisions that have\nfound that certain control share by-laws and the opting in to state control share statutes violated the 1940 Act. Additionally, in some\ncircumstances uncertainty may also exist in how to enforce the control share restrictions contained in state control share statutes against\nbeneficial owners who hold their shares through financial intermediaries. The Board has considered the Control Share Statute and the uncertainty\naround the general application under the 1940 Act of state control share statutes and enforcement of statute control share statutes. The\nBoard intends to continue to monitor developments relating to the Control Share Statute and state control share statutes generally.\n\nThe foregoing is only a summary\nof certain aspects of the Control Share Statute. Shareholders should consult their own legal counsel to determine the application of the\nControl Share Statute with respect to their shares of the Funds and any subsequent acquisitions of shares.\n\n**Important Notice Regarding Internet Availability\nof Proxy Materials for Annual Meeting to be held on June 18, 2026**\n\nThis Proxy Statement, each Fund’s\nmost recent Annual Report, the form of proxy and the Notice of Annual Meeting (the “Proxy Materials”) are available to you\non the internet at https://www.proxy-direct.com/csh-35101. These Proxy Materials will be available on the internet through the day of\nthe Annual Meeting.\n\n**Each Fund will furnish to any\nshareholder, without charge, a copy of such Fund’s most recent annual report to shareholders upon request. Requests should be directed\nto the Funds, c/o the Adviser, One Energy Square, 4925 Greenville Ave., Suite 1310, Dallas, Texas 75206, (888) 777-2346.**\n\n** **\n\n**Delinquent Section 16(a) Reports**\n\nSection 16(a) of the Securities\nExchange Act of 1934 and Section 30(h) of the 1940 Act require each Fund’s officers and Trustees, the Adviser, affiliated persons\nof the Adviser, and persons who beneficially own more than ten percent of a Fund’s shares to file certain reports of ownership (“Section 16\nfilings”) with the SEC and the NYSE. Based upon each Fund’s review of the copies of such forms effecting the Section 16\nfilings received by it, each Fund believes that for its most recently completed fiscal year, all filings applicable to such persons were\ncompleted and timely filed, except as follows: a Form 4 relating to a disposition of shares of SRV by Jerry V. Swank was inadvertently\nfiled late.\n\n**Privacy Principles of the Funds**\n\nIn order to conduct its business,\neach Fund collects and maintains certain nonpublic personal information about its shareholders of record with respect to their transactions\nin shares of the Fund’s securities. This information includes the shareholder’s address, tax identification or Social Security\nnumber, share balances, and dividend elections. The Funds do not collect or maintain personal information about shareholders whose share\nbalances of our securities are held in “street name” by a financial institution such as a bank or broker.\n\n23\n\nThe Funds do not disclose any\nnonpublic personal information about you, other shareholders or former shareholders to third parties unless necessary to process a transaction,\nservice an account, or as otherwise permitted by law.\n\nTo protect your personal information\ninternally, the Funds restrict access to nonpublic personal information about their shareholders to those employees who need to know that\ninformation to provide services to our shareholders. The Funds also maintain certain other safeguards to protect your nonpublic personal\ninformation.\n\n**Deadline for Shareholder Proposals**\n\nThe deadline for submitting shareholder\nproposals for inclusion in a Fund’s proxy statement and form of proxy for each Fund’s annual meeting of shareholders in 2027\nis January 12, 2027. Any shareholder proposal that is intended to be presented at such annual meeting, but not submitted for inclusion\nin a Fund’s proxy statement and form of proxy in accordance with the foregoing sentence, must be received by the Fund’s Secretary\nat the address indicated on the first page of this Proxy Statement no earlier than January 12, 2027 and no later than February 11,\n2027. Any such proposal received after such date will be considered untimely and will be excluded from consideration at the next annual\nmeeting in accordance with each Fund’s advance notice By-Law. The mere submission of a proposal or notice of proposal by a shareholder\ndoes not guarantee that such proposal will be included in the proxy statement or otherwise considered at such annual meeting because certain\nfederal rules and a Fund’s advance notice By-Law, respectively, must be complied with before consideration of the proposal is required.\n\n**Other Matters**\n\nThe management of the Funds knows\nof no other matters which are to be brought before the Annual Meeting. However, if any other matters not now known properly come before\nthe Annual Meeting, it is the intention of the persons named in the enclosed form of proxy to vote such proxy in accordance with their\njudgment on such matters.\n\n**Adjournment**\n\n** **\n\nIn the event a quorum is not present\nat the Annual Meeting or a quorum is present at the Annual Meeting but sufficient votes to approve a Proposal are not received, the chairperson\nof the Annual Meeting may move for an adjournment to permit further solicitation of proxies if the chairperson determines that adjournment\nand further solicitation are reasonable and in the best interests of shareholders based on a consideration of all relevant factors, including\nthe nature of the relevant proposal, the percentage of votes then cast, the percentage of the negative votes cast, the nature of the proposed\nsolicitation activities and the nature of the reasons for such further solicitation. Any adjourned meeting or meetings may be held without\nthe necessity of another notice.\n\nMay 12, 2026\n\n24\n\n**ANNEX A**\n\n**Audit Fees, Audit-Related Fees, Tax Fees and All\nOther Fees to Independent Registered Public Accountants**\n\n** **\n\nEach Fund has engaged its principal accountant to perform\naudit services, audit-related services, tax services and other services during the past two fiscal years. “Audit services”\nrefer to performing an audit of the Fund’s annual financial statements or services that are normally provided by the accountant\nin connection with statutory and regulatory filings or engagements for those fiscal years. “Audit-related services” refer\nto the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. “Tax\nservices” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.\nThere were no “Other services” provided by the principal accountant. The following table details the aggregate fees billed\nor expected to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal\naccountant.\n\nThe audit committee has adopted pre-approval policies\nand procedures that require the audit committee to pre-approve all audit and non-audit services of the registrant, including services\nprovided to any entity affiliated with the registrant. No portion of the fees billed by Ernst & Young applicable to non-audit services\nwere approved pursuant to waiver of pre-approval requirements.\n\n**Fiscal Year ended November 30, 2024**\n\n** **\n\nNon-Audit Fees\n\nFund\nAudit Fees\nAudit Related\nTax\nOthers\nTotal Non-Audit\nTotal\n\nSRV\n$72,500\n$47,500\n$21,000\nNone\n$68,500\n$141,000\n\nNXG\n$74,000\n$69,000\n$21,000\nNone\n$90,000\n$164,000\n\n** **\n\n**Fiscal Year ended November 30, 2025**\n\nNon-Audit Fees\n\nFund\nAudit Fees\nAudit Related\nTax\nOthers\nTotal Non-Audit\nTotal\n\nSRV\n$72,500\n$61,114\n$21,000\nNone\n$82,114\n$154,614\n\nNXG\n$74,000\n$43,386\n$21,000\nNone\n$64,386\n$138,386\n\nThe following\ntable indicates the total non-audit fees billed by the Fund’s principal accountant for services to the Funds and to the Adviser\nand any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Funds. The audit\ncommittee has considered whether the provision of non-audit services that were rendered to the Adviser is compatible with maintaining\nthe principal accountant’s independence and has concluded that the provision of such non-audit services by the accountant has not\ncompromised the accountant’s independence.\n\nSRV\nNXG\n\nFiscal Year ended November 30, 2024\n$21,000\n$21,000\n\nFiscal Year ended November 30, 2025\n$21,000\n$21,000\n\nA-1\n\n**ANNEX B**\n\n** **\n\n**INVESTMENT MANAGEMENT AGREEMENT**\n\n**ENTERED INTO BETWEEN**\n\n**NXG CUSHING MIDSTREAM ENERGY FUND**\n\n**AND**\n\n**CUSHING ASSET MANAGEMENT, LP**\n\nThis Investment Management Agreement (the “Agreement”)\nis entered into as of ________, 2026 by and between NXG Cushing Midstream Energy Fund (the “Fund”), a statutory trust duly\norganized and existing under the laws of the State of Delaware, and Cushing Asset Management, LP, a limited partnership duly organized\nand existing under the laws of the State of Texas (the “Investment Adviser”).\n\n**RECITALS:**\n\nThe Fund is a closed-end management investment company\nregistered under the Investment Company Act of 1940 (the “1940 Act”); and\n\nThe Investment Adviser is engaged principally in providing\nmanagement and investment advisory services and is registered as an investment adviser under the Investment Advisers Act of 1940 (the\n“Advisers Act”); and\n\nThe Investment Adviser is willing to provide management\nand investment advisory services to the Fund on the terms and conditions set out below;\n\nNOW, THEREFORE, in consideration of the mutual covenants\nand agreements set out in this Agreement, the Fund and the Investment Adviser agree as follows:\n\n**1. Investment Description; Appointment**\n\n(a) Investment Description. The Fund will invest\nand reinvest its assets in accordance with the investment objective, policies and limitations specified in the prospectus (the “Prospectus”)\nfiled with the Securities and Exchange Commission (the “SEC”) as part of the Fund’s registration statement on Form N-2\n(the “Registration Statement”), as the Fund may periodically amend such investment objective, policies and limitations.\n\n(b) Appointment of Investment Adviser. The\nFund will employ the Investment Adviser to act as the investment adviser of the Fund and to furnish the management and investment advisory\nservices described below, subject to the policies of, review by and overall control of the Board of Trustees of the Fund (the “Board\nof Trustees”), for the period and on the terms and conditions set out in this Agreement. The Investment Adviser accepts such employment\nand agrees during such period, at its own expense, to render, or arrange for the rendering of, such services and to assume the obligations\nset out in this Agreement for the compensation provided for in this Agreement. The Investment Adviser for all purposes in this Agreement\nwill be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no\nauthority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund.\n\n**2. Duties of the Investment Adviser**\n\n(a) Management Services.\n\n(1)The Investment Adviser will perform, or arrange for its affiliates to perform, the management services necessary for the operation\nof the Fund. The Investment Adviser will provide the Fund with office space, facilities, equipment and necessary personnel (which may\nbe its own) and such other services as the Investment Adviser, subject to review by the Board of Trustees, from time to time will determine\nto be necessary or useful to perform its obligations under this Agreement. The Investment Adviser, also on behalf of the Fund, will conduct\naffairs with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents,\naccountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other\ncapacity deemed to be necessary or desirable.\n\nB-1\n\n(2)The Investment Adviser will, subject to the supervision of the Board of Trustees, perform various services for the Fund, including\nbut not limited to: (i) preparing all general shareholder communications, including shareholder reports; (ii) conducting shareholder relations;\n(iii) maintaining the Fund’s existence and its records; (iv) during such times as shares are publicly offered, maintaining\nthe registration and qualification of the Fund’s shares under federal and state law; (v) investigating the development of and developing\nand implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Fund as an investment\nvehicle; (vi) overseeing the determination and publication of the Fund’s net asset value in accordance with the Fund’s policy\nas adopted from time to time by the Board of Trustees; (vii) overseeing the preparation and filing of the Fund’s federal, state\nand local income tax returns and any other required tax returns; (viii) reviewing the appropriateness of and arranging for payment of\nthe Fund’s expenses; (ix) preparing (or overseeing the preparation) for review and approval by officers of the Fund financial information\nfor the Fund’s semi-annual and annual reports, proxy statements and other communications with shareholders required or otherwise\nto be sent to Fund shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders; (x)\npreparing (or overseeing the preparation) for review by an officer of the Fund the Fund’s periodic financial reports required to\nbe filed with the SEC on Form N-SAR, N-CSR and such other reports, forms and filings, as may be mutually agreed upon; (xi) preparing reports\nrelating to the business and affairs of the Fund as may be mutually agreed upon and not otherwise appropriately prepared by the Fund’s\ncustodian, counsel or auditors; (xii) preparing (or overseeing the preparation of) such information and reports as may be required by\nany stock exchange or exchanges on which the Fund’s shares are listed; (xiii) making such reports and recommendations to the Board\nof Trustees concerning the performance of the independent accountants as the Board of Trustees may reasonably request or deems appropriate;\n(xiv) making such reports and recommendations to the Board of Trustees concerning the performance and fees of the Fund’s custodian,\ntransfer agent, administrator and dividend disbursing agent as the Board of Trustees may reasonably request or deems appropriate; (xv)\noverseeing and reviewing calculations of fees paid to the Fund’s service providers; (xvi) reviewing implementation of any share\npurchase programs authorized by the Board of Trustees; (xvii) determining the amounts available for distribution as dividends and distributions\nto be paid by the Fund to its shareholders; (xviii) preparing and arranging for the printing of dividend notices to shareholders; (xix)\nproviding the Fund’s dividend disbursing agent and custodian with such information as is required for such parties to effect the\npayment of dividends and distributions and to implement the Fund’s dividend reinvestment plan; (xx) preparing such information and\nreports as may be required by any party from which the Fund borrows funds; (xxi) providing such assistance to the custodian and the Fund’s\ncounsel and auditors as generally may be required to properly carry on the business and operations of the Fund; and (xxii) assisting in\nthe preparation and filing of Forms 3, 4, and 5 pursuant to Section 16 of the Securities Exchange Act of 1934 (the “1934 Act”),\nand Section 30(f) of the 1940 Act for the officers and Trustees of the Fund, such filings to be based on information provided by those\npersons.\n\n(3)The Investment Adviser will authorize and permit any of its principals, officers and employees who may be elected or appointed as\ntrustees or officers of the Fund to serve in the capacities in which they are elected or appointed. Services to be furnished by the Investment\nAdviser under this Agreement may be furnished through the medium of any of such principals, officers, or employees. The Investment Adviser\ngenerally will monitor the Fund’s compliance with investment policies and restrictions as set out in filings made by the Fund under\nthe federal securities laws. The Investment Adviser will make reports to the Board of Trustees of its performance of obligations under\nthis Agreement and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Fund as the\nFund will determine to be desirable.\n\nB-2\n\n(b) Investment Advisory Services. Subject to\nthe supervision, direction and approval of the Board of Trustees, the Investment Adviser will conduct a continual program of investment,\nevaluation, sale, and reinvestment of the Fund’s assets. The Investment Adviser is authorized, in its sole discretion, to: (i) obtain\nand evaluate pertinent economic, financial, and other information affecting the economy generally and certain investment assets as such\ninformation relates to securities or other financial instruments that are purchased for or considered for purchase by the Fund; (ii) make\ninvestment decisions for the Fund; (iii) place purchase and sale orders for portfolio transactions on behalf of the Fund, lend securities\nand manage otherwise uninvested cash assets of the Fund; (iv) arrange for the pricing of Fund securities; (v) execute account documentation,\nagreements, contracts and other documents as may be requested by brokers, dealers, counterparties and other persons in connection with\nthe Investment Adviser’s management of the assets of the Fund (in such respect, and only for this limited purpose or to the extent\nexpressly stated elsewhere in this Agreement, the Investment Adviser will act as the Fund’s agent and attorney-in-fact); (vi) employ\nprofessional portfolio managers and securities analysts who provide research services to the Fund; and (vii) make decisions with respect\nto the use by the Fund of borrowing for leverage or other investment purposes. The Investment Adviser will in general take such action\nas is appropriate to effectively manage the Fund’s investment practices. In addition:\n\n(1) The Investment Adviser will maintain\nand preserve the records specified in Section 12 of this Agreement and any other records related to the Fund’s transactions as are\nrequired under any applicable state or federal securities law or regulation including the 1940 Act, the 1934 Act, and the Advisers Act.\n\n(2) The Investment Adviser will comply\nwith any procedures provided from time to time to the Investment Adviser by the Fund. The Investment Adviser will notify the Fund as soon\nas reasonably practicable upon detection of any material breach of such procedures.\n\n(3) The Investment Adviser will maintain\na written code of ethics (the “Code of Ethics”) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided\nto the Fund, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its\nCode of Ethics. The Investment Adviser will follow such Code of Ethics in performing its services under this Agreement.\n\n(4) The Investment Adviser will manage\nthe Fund’s assets in accordance with the Fund’s investment objective and policies as adopted by the Fund from time to time.\nThe Investment Adviser also will manage the investments of the Fund in a manner consistent with any and all applicable investment restrictions\n(including diversification requirements) contained in the 1940 Act and the rules under the 1940 Act, any SEC order issued to the Fund,\nand any applicable state securities law or regulation. The Investment Adviser will process and respond to class action lawsuits relating\nto the portfolio securities of the Fund and any proceeds to the Fund from such lawsuits.\n\n**3. Information and Reports**\n\n(a) The Investment Adviser will keep the Fund informed\nof developments relating to the Investment Adviser’s duties as investment adviser of which the Investment Adviser has, or should\nhave, knowledge that would materially affect the Fund. In this regard, the Investment Adviser will provide the Fund and its officers with\nsuch periodic reports concerning the obligations the Investment Adviser has assumed under this Agreement as the Fund may from time to\ntime reasonably request. The Investment Adviser will certify quarterly to the Fund that it and its “Advisory Persons” (as\ndefined in Rule 17j-1 under the 1940 Act) have complied materially with the requirements of Rule 17j-1 during the previous quarter or,\nif not, explain what the Investment Adviser has done to seek to ensure such compliance in the future. The Investment Adviser will annually\nfurnish to the Fund a written report, which complies with the requirements of Rule 17j-1, concerning the Investment Adviser’s Code\nof Ethics. Upon written request of the Fund with respect to violations of the Code of Ethics directly affecting the Fund, the Investment\nAdviser will permit representatives of the Fund to examine reports (or summaries of the reports) required to be made by Rule 17j-1(d)(1)\nrelating to enforcement of the Code of Ethics.\n\n(b) The Investment Adviser will provide the Fund with\nany information reasonably requested regarding the Investment Adviser’s management of the Fund required for any shareholder report\nor amended registration statement to be filed by the Fund with the SEC.\n\n(c) The Investment Adviser will notify the Fund of\nany additional, removed or substituted general partner of the Investment Adviser within a reasonable time of such addition, removal or\nsubstitution.\n\nB-3\n\n**4. Standard of Care**\n\nThe Investment Adviser will exercise its best judgment,\nact in good faith, use reasonable care and act in a manner consistent with applicable federal and state laws and regulations in rendering\nthe services it agrees to provide under this Agreement. The Investment Adviser will not be liable for any error of judgment or mistake\nof law or for any loss arising out of any investment or for any act or omission in the management of the Fund, except for willful misfeasance,\nbad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties under\nthis Agreement. As used in this Section 4, the term “Investment Adviser” will include any affiliates of the Investment Adviser\nperforming services for the Fund contemplated by this Agreement and principals, officers and employees of the Investment Adviser and of\nsuch affiliates.\n\n**5. Investment Adviser’s Duties Regarding\nFund Transactions**\n\n(a) Placement of Orders. The Investment Adviser\nwill take all actions that it considers necessary to implement the investment policies of the Fund, and, in particular, to place all orders\nfor the purchase or sale of securities or other investments for the Fund with brokers or dealers the Investment Adviser, in its sole discretion,\nselects. To that end, the Investment Adviser is authorized as the Fund’s agent to give instructions to the Fund’s custodian\nas to deliveries of securities or other investments and payments of cash for the Fund’s account. In connection with the selection\nof brokers or dealers and the placement of purchase and sale orders, the Investment Adviser is subject to the supervision of the Board\nof Trustees and is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board\nof Trustees, as may be amended from time to time, and is subject to provisions (b), (c) and (d) of this Section 5.\n\n(b) Selection of Brokers and Dealers. To the\nextent permitted by the policy guidelines adopted by the Fund, in the selection of brokers and dealers to execute portfolio transactions,\nthe Investment Adviser is authorized to consider not only the available prices and rates of brokerage commissions, but also other relevant\nfactors, which may include, without limitation: the execution capabilities of the brokers and dealers; the research, custody, and other\nservices provided by the brokers and dealers that the Investment Adviser believes will enhance its general portfolio management capabilities;\nthe size of the transaction; the difficulty of execution; the operational facilities of these brokers and dealers; the risk to a broker\nor dealer of positioning a block of securities; and the overall quality of brokerage and research services provided by the brokers and\ndealers. In connection with the foregoing, the Investment Adviser is specifically authorized to pay those brokers and dealers who provide\nbrokerage and research services to the Investment Adviser a higher commission than that charged by other brokers and dealers if the Investment\nAdviser determines in good faith that the amount of the commission is reasonable in relation to the value of the services in terms of\neither the particular transaction or in terms of the Investment Adviser’s overall responsibilities with respect to the Fund and\nto any other client accounts or portfolios that the Investment Adviser advises.\n\n(c) Soft Dollar Arrangements. On an ongoing\nbasis, but not less often than annually, the Investment Adviser will identify and provide a written description to the Board of Trustees\nof all “soft dollar” arrangements that the Investment Adviser maintains with respect to the Fund or with brokers or dealers\nthat execute transactions for the Fund, and of all research and other services provided to the Investment Adviser by a broker or dealer\n(whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Fund transactions\nto the broker or dealer.\n\n(d) Aggregated Transactions. On occasions when\nthe Investment Adviser deems the purchase or sale of a security or other financial instrument to be in the best interests of both the\nFund and other client accounts or portfolios that the Investment Adviser manages, the Investment Adviser is authorized, but not required,\nto aggregate purchase and sale orders for securities or other financial instruments held (or to be held) by the Fund with similar orders\nbeing made on the same day for other client accounts or portfolios that the Investment Adviser manages. When an order is so aggregated,\nthe Investment Adviser may allocate the recommendations or transactions among all accounts and portfolios for whom the recommendation\nis made or the transaction is effected on a basis that the Investment Adviser reasonably considers equitable and consistent with its fiduciary\nobligations to the Fund and its other clients, subject at all times to the allocation policies and procedures of the Fund. The Investment\nAdviser and the Fund recognize that in some cases this procedure may adversely affect the size of the position obtainable for the Fund.\n\nB-4\n\n**6. Compensation**\n\nFor the services rendered, the facilities furnished\nand the expenses assumed by the Investment Adviser under this Agreement, the Fund will pay to the Investment Adviser at the end of each\ncalendar month a management fee at the annual rate of 1.25% of the Fund’s Average Weekly Managed Assets. “Average Weekly Managed\nAssets” with respect to a particular month means the average of the values of each weekly calculation of the Managed Assets of the\nFund that takes place as of any date during that month. “Managed Assets” means the total assets of the Fund, minus all accrued\nexpenses incurred in the normal course of operations other than liabilities or obligations attributable to investment leverage, including,\nwithout limitation, investment leverage obtained through (i) indebtedness of any type (including, without limitation, borrowing through\na credit facility or the issuance of debt securities), (ii) the issuance of preferred stock or other similar preference securities and/or\n(iii) the reinvestment of collateral received for securities loaned in accordance with the Fund’s investment objective and policies.\nTo the extent applicable, the Fund and the Investment Adviser understand and acknowledge that the liquidation preference of any outstanding\npreferred stock (other than accumulated dividends) is not considered a liability in determining the Fund’s Average Weekly Managed\nAssets. The management fee for the period from the Effective Date (defined in Section 10(a)) of this Agreement to the end of the month\nduring which the Effective Date occurs will be prorated according to the proportion that such period bears to the full monthly period.\nUpon any termination of this Agreement before the end of a month, the management fee for such part of that month will be prorated according\nto the proportion that such period bears to the full monthly period and will be payable upon the date of termination of this Agreement.\nFor the purpose of determining management fees payable to the Investment Adviser, the value of the Fund’s Managed Assets will be\ncomputed at the times and in the manner specified from time to time by the Board of Trustees.\n\n**7. Expenses**\n\n(a) The Investment Adviser. Except as may otherwise\nbe provided in Section 7(b) of this Agreement, the Investment Adviser will: (i) provide the staff and personnel necessary to perform its\nobligations under this Agreement, assume and pay or cause to be paid all expenses incurred in connection with the maintenance of such\nstaff and personnel, and, at its own expense, provide the office space, facilities, equipment and necessary personnel that it is obligated\nto provide under this Agreement; and (ii) pay, or cause affiliates to pay, compensation of all officers of the Fund and all Trustees of\nthe Fund who are “interested persons” of the Fund (as defined in the 1940 Act).\n\n(b) The Fund. The Fund will bear all other\nexpenses to be incurred in its operation, including, but not limited to: (i) interest and taxes; (ii) brokerage commissions and other\ncosts in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund’s\ntrustees who are not “interested persons” of the Fund, including reimbursement for all of their out-of-pocket expenses related\nto attendance at Board of Trustees or committee meetings; (iv) legal and audit expenses; (v) custodian, administrative, fund accounting,\nregistrar, transfer agent and dividend disbursing agent fees and expenses; (vi) fees and expenses related to the registration and qualification\nof the Fund and the Fund’s shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing\nreports and notices and proxy material to shareholders of the Fund; (viii) all other expenses incidental to holding meetings of the Fund’s\nshareholders, including proxy solicitations in connection with such meetings; (ix) insurance premiums for fidelity bond, directors and\nofficers/errors and omissions insurance policies, and other coverage; (x) management fees; (xi) expenses of typesetting for printing prospectuses\nand, as applicable, statements of additional information and supplements to those documents; (xii) expenses of printing and mailing prospectuses\nand, as applicable, statements of additional information and supplements to those documents; and (xiii) such non-recurring or extraordinary\nexpenses as may arise, including those relating to actions, suits or proceedings to which the Fund is a party and legal obligations pursuant\nto which the Fund may have to indemnify the Fund’s trustees, officers, employees and/or agents with respect to these actions, suits\nor proceedings. If the Investment Adviser or any of its affiliates provides accounting services to the Fund, the Fund will reimburse the\nInvestment Adviser and its affiliates for their costs in providing such accounting services to the Fund using a methodology for determining\ncosts approved by the Board of Trustees.\n\nB-5\n\n**8. Services to Other Companies or Accounts**\n\nThe Fund understands that the Investment Adviser and\nits affiliates now act, will continue to act and may act in the future as investment manager, adviser, general partner or managing member\nto fiduciary and other managed accounts, and as an investment manager or adviser to other investment companies, including, but not limited\nto, offshore entities or private accounts. The Fund has no objection to the Investment Adviser and its affiliates so acting, so long as,\nwhenever the Fund and one or more other investment companies or accounts managed or advised by the Investment Adviser and its affiliates\nhave available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a formula reasonably\nbelieved to be equitable to each such company and account and in accordance with the Fund’s allocation policies and procedures as\nadopted by the Fund from time to time. The Fund recognizes that in some cases this procedure may adversely affect the size of the position\nobtainable for the Fund. The Fund understands that the persons employed by the Investment Adviser to assist in the performance of the\nInvestment Adviser’s duties under this Agreement may not devote their full time to such service, and that nothing contained in this\nAgreement will be deemed to limit or restrict the right of the Investment Adviser to engage in and devote time and attention to other\nbusinesses or to render services of whatever kind or nature. This Agreement will not in any way limit or restrict the Investment Adviser\nor any of its affiliates, principals, officers, employees, or agents from buying, selling or trading any securities or other investment\ninstruments for its or their own account or for the account of others for whom it or they may be acting, so long as such activities do\nnot adversely affect or otherwise impair the performance by the Investment Adviser of its duties and obligations under this Agreement.\n\n**9. Custody**\n\nNothing in this Agreement will require the Investment\nAdviser to take or receive physical possession of cash, securities, or other investments of the Fund.\n\n**10. Term of Agreement; Termination of Agreement;\nAmendment of Agreement**\n\n(a) Term. This Agreement will become effective\nupon the acceptance into the Fund of investment moneys other than seed capital from the Investment Adviser or its affiliate (the “Effective\nDate”), and, unless terminated in accordance with its terms, will continue for an initial two-year term and after that initial two-year\nterm so long as such continuance is specifically approved at least annually as required by the 1940 Act.\n\n(b) Termination. This Agreement may be terminated,\nwithout penalty, (i) by the Board of Trustees or by vote of holders of a majority of the outstanding shares of the Fund upon sixty (60)\ndays’ prior written notice to the Investment Adviser, (ii) by the Investment Adviser upon sixty (60) days’ prior written notice\nto the Fund, or (iii) by Investment Adviser upon sixty (60) days’ prior written notice to the Fund. This Agreement also will terminate\nautomatically in the event of its “assignment,” as defined in the 1940 Act and the rules under the 1940 Act, except that to\nthe extent consistent with the Advisers Act and the 1940 Act, without the notice to or consent of the Fund, the Investment Adviser may\nbe reconstituted or reorganized into any other form of business entity.\n\n(c) Amendment. This Agreement may be amended\nin writing by mutual consent and in conformity with the requirements of the 1940 Act and the rules under the 1940 Act.\n\n**11. Cooperation with Regulatory Authorities or\nOther Actions**\n\nThe parties to this Agreement each agree to cooperate\nin a reasonable manner with each other in the event that any of them should become involved in a legal, administrative, judicial or regulatory\naction, claim, or suit as a result of performing its obligations under this Agreement.\n\n**12. Records**\n\n(a) Maintenance of Records. The Investment\nAdviser undertakes and agrees to maintain, in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating\nto the Fund’s investments that are required to be maintained by the Fund pursuant to the 1940 Act with respect to the Investment\nAdviser’s responsibilities under this Agreement for the Fund (the “Fund’s Books and Records”).\n\nB-6\n\n(b) Ownership of Records. The Investment Adviser\nagrees that the Fund’s Books and Records are the Fund’s property and agrees to surrender promptly to the Fund the Fund’s\nBooks and Records upon the request of the Fund. The Investment Adviser may, however, retain copies of the records at its own cost. The\nFund’s Books and Records will be made available, within two (2) business days of a written request, to the Fund’s accountants\nor auditors during regular business hours at the Investment Adviser’s offices. The Fund or its authorized representatives will have\nthe right to copy any records in the Investment Adviser’s possession that pertain to the Fund. These books, records, information,\nor reports will be made available to properly authorized government representatives consistent with state and federal law and/or regulations.\nIn the event of the termination of this Agreement, the Fund’s Books and Records will be returned to the Fund. The Investment Adviser\nagrees that the policies and procedures it has established for managing the Fund, including, but not limited to, all policies and procedures\ndesigned to ensure compliance with federal and state regulations governing the adviser/client relationship and management and operation\nof the Fund, will be made available for inspection by the Fund or its authorized representatives upon reasonable written request within\ntwo (2) business days.\n\n**13. Conflicts with Fund’s Governing Documents\nand Applicable Laws**\n\n** **\n\nNothing contained in this Agreement will be deemed\nto require the Fund to take any action contrary to the Fund’s Amended and Restated Agreement and Declaration of Trust or By-laws, as they\nmay be amended and/or restated from time to time, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees\nof its responsibility for and control of the conduct of the affairs of the Fund.\n\n**14. Survival**\n\nAll representations and warranties made by the Investment\nAdviser and the Fund in this Agreement will survive for the duration of this Agreement and the parties to this Agreement will notify each\nother in writing immediately upon becoming aware, but in no event later than five (5) days after becoming aware, that any of the foregoing\nrepresentations and warranties are no longer true.\n\n**15. Governing Law**\n\nThis Agreement will be governed by, construed under\nand interpreted and enforced in accordance with the laws of the state of New York, without regard to principles of conflicts of laws.\n\n**16. Severability**\n\nIf any provision of this Agreement is held or made\ninvalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement will not be affected as a result. As used in\nthis Agreement, terms will have the same meaning as such terms have in the 1940 Act. In the event that the effect of a requirement of\nthe federal securities laws reflected in any provision of this Agreement is made less restrictive by a rule, regulation or order of the\nSEC, whether of special or general application, such provision may be deemed to incorporate the effect of such rule, regulation or order.\nThis Agreement may be signed in counterpart.\n\n**17. Definitions**\n\nThe terms “assignment,” “affiliated\nperson,” and “interested person,” when used in this Agreement, will have the respective meanings specified in Section\n2(a) of the 1940 Act and the rules under the 1940 Act. The term “majority of the outstanding shares” as used in this Agreement\nmeans the lesser of (a) sixty-seven percent (67%) or more of the voting shares present at a meeting if more than fifty percent (50%) of\nthese voting shares are present or represented by proxy, or (b) more than fifty percent (50%) of the outstanding voting shares.\n\n**18. Limitation of Liability of the Fund and the\nShareholders**\n\n** **\n\nNone of the Trustees, officers, agents or shareholders\nof the Fund will be personally liable under this Agreement. The name “NXG Cushing Midstream Energy Fund” is the designation\nof the Fund for the time being under the Amended and Restated Agreement and Declaration of Trust and all persons dealing with the Fund\nmust look solely to the property of the Fund for the enforcement of any claims against the Fund, as none of the Trustees, officers, agents\nor shareholders assume any personal liability for obligations entered into on behalf of the Fund.\n\nB-7\n\n**19. Use of Name**\n\n** **\n\nThe Fund may use any name that includes the word “Cushing”\nor “Swank” only for so long as this Agreement or any other agreement between the Investment Adviser or any other affiliate\nof the Investment Adviser and the Fund or any extension, renewal or amendment of this Agreement or such other agreement remains in effect,\nincluding any similar agreement with any organization that succeeds to the Investment Adviser’s business as investment adviser.\nAt such time as such an agreement is no longer be in effect, the Fund will (to the extent that it lawfully can) cease to use such name\nor any other name indicating that it is advised by or otherwise connected with the Investment Adviser or any organization that has succeeded\nto the Investment Adviser’s business.\n\n**20. Counterparts**\n\nThis Agreement may be executed in one or more counterparts,\neach of which will be deemed an original, and all of such counterparts together will constitute one and the same instrument.\n\n**IN WITNESS WHEREOF**, the parties to this Agreement\nhave executed and delivered this Agreement as of the date first above written.\n\n**NXG CUSHING MIDSTREAM ENERGY FUND**\n\nBy:\n\nName:\n\nTitle:\n\n**CUSHING ASSET MANAGEMENT, LP**\n\nBy:\n\nTitle:\n\nBy:\n\nName:\n\nTitle:\n\nB-8\n\n**ANNEX C**\n\n** **\n\n**INVESTMENT MANAGEMENT AGREEMENT**\n\n**ENTERED INTO BETWEEN**\n\n**NXG NEXTGEN INFRASTRUCTURE INCOME FUND**\n\n**AND**\n\n**CUSHING ASSET MANAGEMENT, LP**\n\nThis Investment Management Agreement (the “Agreement”) is entered\ninto as of __________, 2026 by and between NXG NextGen Infrastructure Income Fund (the “Fund”), a statutory trust duly organized\nand existing under the laws of the State of Delaware, and Cushing Asset Management, LP, a limited partnership duly organized and existing\nunder the laws of the State of Texas (the “Investment Adviser”).\n\n**RECITALS:**\n\nThe Fund is a closed-end management investment company registered under\nthe Investment Company Act of 1940 (the “1940 Act”); and\n\nThe Investment Adviser is engaged principally in providing management and\ninvestment advisory services and is registered as an investment adviser under the Investment Advisers Act of 1940 (the “Advisers\nAct”); and\n\nThe Investment Adviser is willing to provide management and investment\nadvisory services to the Fund on the terms and conditions set out below;\n\n**NOW, THEREFORE**, in consideration of the mutual covenants and agreements\nset out in this Agreement, the Fund and the Investment Adviser agree as follows:\n\n**1.****Investment\nDescription; Appointment**\n\n(a) Investment Description. The Fund will invest and reinvest its\nassets in accordance with the investment objective, policies and limitations specified in the prospectus (the “Prospectus”)\nfiled with the Securities and Exchange Commission (the “SEC”) as part of the Fund’s registration statement on Form N-2\n(the “Registration Statement”), as the Fund may periodically amend such investment objective, policies and limitations.\n\n(b) Appointment of Investment Adviser. The Fund will employ the\nInvestment Adviser to act as the investment adviser of the Fund and to furnish the management and investment advisory services described\nbelow, subject to the policies of, review by and overall control of the Board of Trustees of the Fund (the “Board of Trustees”),\nfor the period and on the terms and conditions set out in this Agreement. The Investment Adviser accepts such employment and agrees during\nsuch period, at its own expense, to render, or arrange for the rendering of, such services and to assume the obligations set out in this\nAgreement for the compensation provided for in this Agreement. The Investment Adviser for all purposes in this Agreement will be deemed\nto be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act\nfor or represent the Fund in any way or otherwise be deemed an agent of the Fund.\n\n**2.****Duties\nof the Investment Adviser**\n\n(a) Management Services.\n\n(1) The Investment Adviser will perform, or arrange for its affiliates\nto perform, the management services necessary for the operation of the Fund. The Investment Adviser will provide the Fund with office\nspace, facilities, equipment and necessary personnel (which may be its own) and such other services as the Investment Adviser, subject\nto review by the Board of Trustees, from time to time will determine to be necessary or useful to perform its obligations under this Agreement.\nThe Investment Adviser, also on behalf of the Fund, will conduct affairs with custodians, depositories, transfer agents, pricing agents,\ndividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries,\ninsurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.\n\nC-1\n\n(2) The Investment Adviser will, subject to the supervision of the Board\nof Trustees, perform various services for the Fund, including but not limited to: (i) preparing all general shareholder communications,\nincluding shareholder reports; (ii) conducting shareholder relations; (iii) maintaining the Fund’s existence and its records; (iv)\nduring such times as shares are publicly offered, maintaining the registration and qualification of the Fund’s shares under federal\nand state law; (v) investigating the development of and developing and implementing, if appropriate, management and shareholder services\ndesigned to enhance the value or convenience of the Fund as an investment vehicle; (vi) overseeing the determination and publication of\nthe Fund’s net asset value in accordance with the Fund’s policy as adopted from time to time by the Board of Trustees; (vii)\noverseeing the preparation and filing of the Fund’s federal, state and local income tax returns and any other required tax returns;\n(viii) reviewing the appropriateness of and arranging for payment of the Fund’s expenses; (ix) preparing (or overseeing the preparation)\nfor review and approval by officers of the Fund financial information for the Fund’s semi-annual and annual reports, proxy statements\nand other communications with shareholders required or otherwise to be sent to Fund shareholders, and arrange for the printing and dissemination\nof such reports and communications to shareholders; (x) preparing (or overseeing the preparation) for review by an officer of the Fund\nthe Fund’s periodic financial reports required to be filed with the SEC on Form N-SAR, N-CSR and such other reports, forms and filings,\nas may be mutually agreed upon; (xi) preparing reports relating to the business and affairs of the Fund as may be mutually agreed upon\nand not otherwise appropriately prepared by the Fund’s custodian, counsel or auditors; (xii) preparing (or overseeing the preparation\nof) such information and reports as may be required by any stock exchange or exchanges on which the Fund’s shares are listed; (xiii)\nmaking such reports and recommendations to the Board of Trustees concerning the performance of the independent accountants as the Board\nof Trustees may reasonably request or deems appropriate; (xiv) making such reports and recommendations to the Board of Trustees concerning\nthe performance and fees of the Fund’s custodian, transfer agent, administrator and dividend disbursing agent as the Board of Trustees\nmay reasonably request or deems appropriate; (xv) overseeing and reviewing calculations of fees paid to the Fund’s service providers;\n(xvi) reviewing implementation of any share purchase programs authorized by the Board of Trustees; (xvii) determining the amounts available\nfor distribution as dividends and distributions to be paid by the Fund to its shareholders; (xviii) preparing and arranging for the printing\nof dividend notices to shareholders; (xix) providing the Fund’s dividend disbursing agent and custodian with such information as\nis required for such parties to effect the payment of dividends and distributions and to implement the Fund’s dividend reinvestment\nplan; (xx) preparing such information and reports as may be required by any party from which the Fund borrows funds; (xxi) providing such\nassistance to the custodian and the Fund’s counsel and auditors as generally may be required to properly carry on the business and\noperations of the Fund; and (xxii) assisting in the preparation and filing of Forms 3, 4, and 5 pursuant to Section 16 of the Securities\nExchange Act of 1934 (the “1934 Act”), and Section 30(f) of the 1940 Act for the officers and Trustees of the Fund, such filings\nto be based on information provided by those persons.\n\n(3) The Investment Adviser will authorize and permit any of its principals,\nofficers and employees who may be elected or appointed as trustees or officers of the Fund to serve in the capacities in which they are\nelected or appointed. Services to be furnished by the Investment Adviser under this Agreement may be furnished through the medium of any\nof such principals, officers, or employees. The Investment Adviser generally will monitor the Fund’s compliance with investment\npolicies and restrictions as set out in filings made by the Fund under the federal securities laws. The Investment Adviser will make reports\nto the Board of Trustees of its performance of obligations under this Agreement and furnish advice and recommendations with respect to\nsuch other aspects of the business and affairs of the Fund as the Fund will determine to be desirable.\n\n(b) Investment Advisory Services. Subject to the supervision, direction\nand approval of the Board of Trustees, the Investment Adviser will conduct a continual program of investment, evaluation, sale, and reinvestment\nof the Fund’s assets. The Investment Adviser is authorized, in its sole discretion, to: (i) obtain and evaluate pertinent economic,\nfinancial, and other information affecting the economy generally and certain investment assets as such information relates to securities\nor other financial instruments that are purchased for or considered for purchase by the Fund; (ii) make investment decisions for the Fund;\n(iii) place purchase and sale orders for portfolio transactions on behalf of the Fund, lend securities and manage otherwise uninvested\ncash assets of the Fund; (iv) arrange for the pricing of Fund securities; (v) execute account documentation, agreements, contracts and\nother documents as may be requested by brokers, dealers, counterparties and other persons in connection with the Investment Adviser’s\nmanagement of the assets of the Fund (in such respect, and only for this limited purpose or to the extent expressly stated elsewhere in\nthis Agreement, the Investment Adviser will act as the Fund’s agent and attorney-in-fact); (vi) employ professional portfolio managers\nand securities analysts who provide research services to the Fund; and (vii) make decisions with respect to the use by the Fund of borrowing\nfor leverage or other investment purposes. The Investment Adviser will in general take such action as is appropriate to effectively manage\nthe Fund’s investment practices. In addition:\n\nC-2\n\n(1) The Investment Adviser will maintain and preserve the records specified\nin Section 12 of this Agreement and any other records related to the Fund’s transactions as are required under any applicable state\nor federal securities law or regulation including the 1940 Act, the 1934 Act, and the Advisers Act.\n\n(2) The Investment Adviser will comply with any procedures provided from\ntime to time to the Investment Adviser by the Fund. The Investment Adviser will notify the Fund as soon as reasonably practicable upon\ndetection of any material breach of such procedures.\n\n(3) The Investment Adviser will maintain a written code of ethics (the\n“Code of Ethics”) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Fund, and will institute\nprocedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Investment\nAdviser will follow such Code of Ethics in performing its services under this Agreement.\n\n(4) The Investment Adviser will manage the Fund’s assets in accordance\nwith the Fund’s investment objective and policies as adopted by the Fund from time to time. The Investment Adviser also will manage\nthe investments of the Fund in a manner consistent with any and all applicable investment restrictions (including diversification requirements)\ncontained in the 1940 Act and the rules under the 1940 Act, any SEC order issued to the Fund, and any applicable state securities law\nor regulation. The Investment Adviser will process and respond to class action lawsuits relating to the portfolio securities of the Fund\nand any proceeds to the Fund from such lawsuits.\n\n**3.****Information\nand Reports**\n\n(a) The Investment Adviser will keep the Fund informed of developments\nrelating to the Investment Adviser’s duties as investment adviser of which the Investment Adviser has, or should have, knowledge\nthat would materially affect the Fund. In this regard, the Investment Adviser will provide the Fund and its officers with such periodic\nreports concerning the obligations the Investment Adviser has assumed under this Agreement as the Fund may from time to time reasonably\nrequest. The Investment Adviser will certify quarterly to the Fund that it and its “Advisory Persons” (as defined in Rule\n17j-1 under the 1940 Act) have complied materially with the requirements of Rule 17j-1 during the previous quarter or, if not, explain\nwhat the Investment Adviser has done to seek to ensure such compliance in the future. The Investment Adviser will annually furnish to\nthe Fund a written report, which complies with the requirements of Rule 17j-1, concerning the Investment Adviser’s Code of Ethics.\nUpon written request of the Fund with respect to violations of the Code of Ethics directly affecting the Fund, the Investment Adviser\nwill permit representatives of the Fund to examine reports (or summaries of the reports) required to be made by Rule 17j-1(d)(1) relating\nto enforcement of the Code of Ethics.\n\n(b) The Investment Adviser will provide the Fund with any information reasonably\nrequested regarding the Investment Adviser’s management of the Fund required for any shareholder report or amended registration\nstatement to be filed by the Fund with the SEC.\n\n(c) The Investment Adviser will notify the Fund of any additional, removed\nor substituted general partner of the Investment Adviser within a reasonable time of such addition, removal or substitution.\n\n**4.****Standard\nof Care**\n\nThe Investment Adviser will exercise its best judgment, act in good faith,\nuse reasonable care and act in a manner consistent with applicable federal and state laws and regulations in rendering the services it\nagrees to provide under this Agreement. The Investment Adviser will not be liable for any error of judgment or mistake of law or for any\nloss arising out of any investment or for any act or omission in the management of the Fund, except for willful misfeasance, bad faith\nor gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties under this Agreement.\nAs used in this Section 4, the term “Investment Adviser” will include any affiliates of the Investment Adviser performing\nservices for the Fund contemplated by this Agreement and principals, officers and employees of the Investment Adviser and of such affiliates.\n\nC-3\n\n**5.****Investment\nAdviser’s Duties Regarding Fund Transactions**\n\n(a) Placement of Orders. The Investment Adviser will take all actions\nthat it considers necessary to implement the investment policies of the Fund, and, in particular, to place all orders for the purchase\nor sale of securities or other investments for the Fund with brokers or dealers the Investment Adviser, in its sole discretion, selects.\nTo that end, the Investment Adviser is authorized as the Fund’s agent to give instructions to the Fund’s custodian as to deliveries\nof securities or other investments and payments of cash for the Fund’s account. In connection with the selection of brokers or dealers\nand the placement of purchase and sale orders, the Investment Adviser is subject to the supervision of the Board of Trustees and is directed\nat all times to seek to obtain best execution and price within the policy guidelines determined by the Board of Trustees, as may be amended\nfrom time to time, and is subject to provisions (b), (c) and (d) of this Section 5.\n\n(b) Selection of Brokers and Dealers. To the extent permitted by\nthe policy guidelines adopted by the Fund, in the selection of brokers and dealers to execute portfolio transactions, the Investment Adviser\nis authorized to consider not only the available prices and rates of brokerage commissions, but also other relevant factors, which may\ninclude, without limitation: the execution capabilities of the brokers and dealers; the research, custody, and other services provided\nby the brokers and dealers that the Investment Adviser believes will enhance its general portfolio management capabilities; the size of\nthe transaction; the difficulty of execution; the operational facilities of these brokers and dealers; the risk to a broker or dealer\nof positioning a block of securities; and the overall quality of brokerage and research services provided by the brokers and dealers.\nIn connection with the foregoing, the Investment Adviser is specifically authorized to pay those brokers and dealers who provide brokerage\nand research services to the Investment Adviser a higher commission than that charged by other brokers and dealers if the Investment Adviser\ndetermines in good faith that the amount of the commission is reasonable in relation to the value of the services in terms of either the\nparticular transaction or in terms of the Investment Adviser’s overall responsibilities with respect to the Fund and to any other\nclient accounts or portfolios that the Investment Adviser advises.\n\n(c) Soft Dollar Arrangements. On an ongoing basis, but not less\noften than annually, the Investment Adviser will identify and provide a written description to the Board of Trustees of all “soft\ndollar” arrangements that the Investment Adviser maintains with respect to the Fund or with brokers or dealers that execute transactions\nfor the Fund, and of all research and other services provided to the Investment Adviser by a broker or dealer (whether prepared by such\nbroker or dealer or by a third party) as a result, in whole or in part, of the direction of Fund transactions to the broker or dealer.\n\n(d) Aggregated Transactions. On occasions when the Investment Adviser\ndeems the purchase or sale of a security or other financial instrument to be in the best interests of both the Fund and other client accounts\nor portfolios that the Investment Adviser manages, the Investment Adviser is authorized, but not required, to aggregate purchase and sale\norders for securities or other financial instruments held (or to be held) by the Fund with similar orders being made on the same day for\nother client accounts or portfolios that the Investment Adviser manages. When an order is so aggregated, the Investment Adviser may allocate\nthe recommendations or transactions among all accounts and portfolios for whom the recommendation is made or the transaction is effected\non a basis that the Investment Adviser reasonably considers equitable and consistent with its fiduciary obligations to the Fund and its\nother clients, subject at all times to the allocation policies and procedures of the Fund. The Investment Adviser and the Fund recognize\nthat in some cases this procedure may adversely affect the size of the position obtainable for the Fund.\n\n**6.****Compensation**\n\nFor the services rendered, the facilities furnished and the expenses assumed\nby the Investment Adviser under this Agreement, the Fund will pay to the Investment Adviser at the end of each calendar month a management\nfee at the annual rate of 1.25% of the Fund’s Average Weekly Managed Assets. “Average Weekly Managed Assets” with respect\nto a particular month means the average of the values of each weekly calculation of the Managed Assets of the Fund that takes place as\nof any date during that month. “Managed Assets” means the total assets of the Fund, minus all accrued expenses incurred in\nthe normal course of operations other than liabilities or obligations attributable to investment leverage, including, without limitation,\ninvestment leverage obtained through (i) indebtedness of any type (including, without limitation, borrowing through a credit facility\nor the issuance of debt securities), (ii) the issuance of preferred stock or other similar preference securities and/or (iii) the reinvestment\nof collateral received for securities loaned in accordance with the Fund’s investment objective and policies. To the extent applicable,\nthe Fund and the Investment Adviser understand and acknowledge that the liquidation preference of any outstanding preferred stock (other\nthan accumulated dividends) is not considered a liability in determining the Fund’s Average Weekly Managed Assets. The management\nfee for the period from the Effective Date (defined in Section 10(a)) of this Agreement to the end of the month during which the Effective\nDate occurs will be prorated according to the proportion that such period bears to the full monthly period. Upon any termination of this\nAgreement before the end of a month, the management fee for such part of that month will be prorated according to the proportion that\nsuch period bears to the full monthly period and will be payable upon the date of termination of this Agreement. For the purpose of determining\nmanagement fees payable to the Investment Adviser, the value of the Fund’s Managed Assets will be computed at the times and in the\nmanner specified from time to time by the Board of Trustees.\n\nC-4\n\n**7.****Expenses**\n\n(a) The Investment Adviser. Except as may otherwise be provided\nin Section 7(b) of this Agreement, the Investment Adviser will: (i) provide the staff and personnel necessary to perform its obligations\nunder this Agreement, assume and pay or cause to be paid all expenses incurred in connection with the maintenance of such staff and personnel,\nand, at its own expense, provide the office space, facilities, equipment and necessary personnel that it is obligated to provide under\nthis Agreement; and (ii) pay, or cause affiliates to pay, compensation of all officers of the Fund and all Trustees of the Fund who are\n“interested persons” of the Fund (as defined in the 1940 Act).\n\n(b) The Fund. The Fund will bear all other expenses to be incurred\nin its operation, including, but not limited to: (i) interest and taxes; (ii) brokerage commissions and other costs in connection with\nthe purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund’s trustees who are not\n“interested persons” of the Fund, including reimbursement for all of their out-of-pocket expenses related to attendance at\nBoard of Trustees or committee meetings; (iv) legal and audit expenses; (v) custodian, administrative, fund accounting, registrar, transfer\nagent and dividend disbursing agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Fund\nand the Fund’s shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and\nnotices and proxy material to shareholders of the Fund; (viii) all other expenses incidental to holding meetings of the Fund’s shareholders,\nincluding proxy solicitations in connection with such meetings; (ix) insurance premiums for fidelity bond, directors and officers/errors\nand omissions insurance policies, and other coverage; (x) management fees; (xi) expenses of typesetting for printing prospectuses and,\nas applicable, statements of additional information and supplements to those documents; (xii) expenses of printing and mailing prospectuses\nand, as applicable, statements of additional information and supplements to those documents; and (xiii) such non-recurring or extraordinary\nexpenses as may arise, including those relating to actions, suits or proceedings to which the Fund is a party and legal obligations pursuant\nto which the Fund may have to indemnify the Fund’s trustees, officers, employees and/or agents with respect to these actions, suits\nor proceedings. If the Investment Adviser or any of its affiliates provides accounting services to the Fund, the Fund will reimburse the\nInvestment Adviser and its affiliates for their costs in providing such accounting services to the Fund using a methodology for determining\ncosts approved by the Board of Trustees.\n\n**8.****Services\nto Other Companies or Accounts**\n\nThe Fund understands that the Investment Adviser and its affiliates now\nact, will continue to act and may act in the future as investment manager, adviser, general partner or managing member to fiduciary and\nother managed accounts, and as an investment manager or adviser to other investment companies, including, but not limited to, offshore\nentities or private accounts. The Fund has no objection to the Investment Adviser and its affiliates so acting, so long as, whenever the\nFund and one or more other investment companies or accounts managed or advised by the Investment Adviser and its affiliates have available\nfunds for investment, investments suitable and appropriate for each will be allocated in accordance with a formula reasonably believed\nto be equitable to each such company and account and in accordance with the Fund’s allocation policies and procedures as adopted\nby the Fund from time to time. The Fund recognizes that in some cases this procedure may adversely affect the size of the position obtainable\nfor the Fund. The Fund understands that the persons employed by the Investment Adviser to assist in the performance of the Investment\nAdviser’s duties under this Agreement may not devote their full time to such service, and that nothing contained in this Agreement\nwill be deemed to limit or restrict the right of the Investment Adviser to engage in and devote time and attention to other businesses\nor to render services of whatever kind or nature. This Agreement will not in any way limit or restrict the Investment Adviser or any of\nits affiliates, principals, officers, employees, or agents from buying, selling or trading any securities or other investment instruments\nfor its or their own account or for the account of others for whom it or they may be acting, so long as such activities do not adversely\naffect or otherwise impair the performance by the Investment Adviser of its duties and obligations under this Agreement.\n\nC-5\n\n**9.****Custody**\n\nNothing in this Agreement will require the Investment Adviser to take or\nreceive physical possession of cash, securities, or other investments of the Fund.\n\n**10.****Term\nof Agreement; Termination of Agreement; Amendment of Agreement**\n\n(a) Term. This Agreement will become effective upon the acceptance\ninto the Fund of investment moneys other than seed capital from the Investment Adviser or its affiliate (the “Effective Date”),\nand, unless terminated in accordance with its terms, will continue for an initial two-year term and after that initial two-year term so\nlong as such continuance is specifically approved at least annually as required by the 1940 Act.\n\n(b) Termination. This Agreement may be terminated, without penalty,\n(i) by the Board of Trustees or by vote of holders of a majority of the outstanding shares of the Fund upon sixty (60) days’ prior\nwritten notice to the Investment Adviser, (ii) by the Investment Adviser upon sixty (60) days’ prior written notice to the Fund,\nor (iii) by Investment Adviser upon sixty (60) days’ prior written notice to the Fund. This Agreement also will terminate automatically\nin the event of its “assignment,” as defined in the 1940 Act and the rules under the 1940 Act, except that to the extent consistent\nwith the Advisers Act and the 1940 Act, without the notice to or consent of the Fund, the Investment Adviser may be reconstituted or reorganized\ninto any other form of business entity.\n\n(c) Amendment. This Agreement may be amended in writing by mutual\nconsent and in conformity with the requirements of the 1940 Act and the rules under the 1940 Act.\n\n**11.****Cooperation\nwith Regulatory Authorities or Other Actions**\n\nThe parties to this Agreement each agree to cooperate in a reasonable manner\nwith each other in the event that any of them should become involved in a legal, administrative, judicial or regulatory action, claim,\nor suit as a result of performing its obligations under this Agreement.\n\n**12.****Records**\n\n(a) Maintenance of Records. The Investment Adviser undertakes and\nagrees to maintain, in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s\ninvestments that are required to be maintained by the Fund pursuant to the 1940 Act with respect to the Investment Adviser’s responsibilities\nunder this Agreement for the Fund (the “Fund’s Books and Records”).\n\n(b) Ownership of Records. The Investment Adviser agrees that the\nFund’s Books and Records are the Fund’s property and agrees to surrender promptly to the Fund the Fund’s Books and Records\nupon the request of the Fund. The Investment Adviser may, however, retain copies of the records at its own cost. The Fund’s Books\nand Records will be made available, within two (2) business days of a written request, to the Fund’s accountants or auditors during\nregular business hours at the Investment Adviser’s offices. The Fund or its authorized representatives will have the right to copy\nany records in the Investment Adviser’s possession that pertain to the Fund. These books, records, information, or reports will\nbe made available to properly authorized government representatives consistent with state and federal law and/or regulations. In the event\nof the termination of this Agreement, the Fund’s Books and Records will be returned to the Fund. The Investment Adviser agrees that\nthe policies and procedures it has established for managing the Fund, including, but not limited to, all policies and procedures designed\nto ensure compliance with federal and state regulations governing the adviser/client relationship and management and operation of the\nFund, will be made available for inspection by the Fund or its authorized representatives upon reasonable written request within two (2)\nbusiness days.\n\nC-6\n\n**13.****Conflicts\nwith Fund’s Governing Documents and Applicable Laws**\n\nNothing contained in this Agreement will be deemed to require the Fund\nto take any action contrary to the Fund s Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or\nrestated from time to time, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility\nfor and control of the conduct of the affairs of the Fund.\n\n**14.****Survival**\n\nAll representations and warranties made by the Investment Adviser and the\nFund in this Agreement will survive for the duration of this Agreement and the parties to this Agreement will notify each other in writing\nimmediately upon becoming aware, but in no event later than five (5) days after becoming aware, that any of the foregoing representations\nand warranties are no longer true.\n\n**15.****Governing\nLaw**\n\nThis Agreement will be governed by, construed under and interpreted and\nenforced in accordance with the laws of the state of New York, without regard to principles of conflicts of laws.\n\n**16.****Severability**\n\nIf any provision of this Agreement is held or made invalid by a court decision,\nstatute, rule, or otherwise, the remainder of this Agreement will not be affected as a result. As used in this Agreement, terms will have\nthe same meaning as such terms have in the 1940 Act. In the event that the effect of a requirement of the federal securities laws reflected\nin any provision of this Agreement is made less restrictive by a rule, regulation or order of the SEC, whether of special or general application,\nsuch provision may be deemed to incorporate the effect of such rule, regulation or order. This Agreement may be signed in counterpart.\n\n**17.****Definitions**\n\nThe terms “assignment,” “affiliated person,” and\n“interested person,” when used in this Agreement, will have the respective meanings specified in Section 2(a) of the 1940\nAct and the rules under the 1940 Act. The term “majority of the outstanding shares” as used in this Agreement means the lesser\nof (a) sixty-seven percent (67%) or more of the voting shares present at a meeting if more than fifty percent (50%) of these voting shares\nare present or represented by proxy, or (b) more than fifty percent (50%) of the outstanding voting shares.\n\n**18.****Limitation\nof Liability of the Fund and the Shareholders**\n\nNone of the Trustees, officers, agents or shareholders of the Fund will\nbe personally liable under this Agreement. The name “NXG NextGen Infrastructure Income Fund” is the designation of the Fund\nfor the time being under the Amended and Restated Agreement and Declaration of Trust and all persons dealing with the Fund must look solely\nto the property of the Fund for the enforcement of any claims against the Fund, as none of the Trustees, officers, agents or shareholders\nassume any personal liability for obligations entered into on behalf of the Fund.\n\n**19.****Use\nof Name**\n\nThe Fund may use any name that includes the words “Cushing”\nor “Swank” only for so long as this Agreement or any other agreement between the Investment Adviser or any other affiliate\nof the Investment Adviser and the Fund or any extension, renewal or amendment of this Agreement or such other agreement remains in effect,\nincluding any similar agreement with any organization that succeeds to the Investment Adviser’s business as investment adviser.\nAt such time as such an agreement is no longer be in effect, the Fund will (to the extent that it lawfully can) cease to use such name\nor any other name indicating that it is advised by or otherwise connected with the Investment Adviser or any organization that has succeeded\nto the Investment Adviser’s business.\n\nC-7\n\n**20.****Counterparts**\n\nThis Agreement may be executed in one or more counterparts, each of which\nwill be deemed an original, and all of such counterparts together will constitute one and the same instrument.\n\nC-8\n\nIN WITNESS WHEREOF, the parties to this Agreement have executed and delivered\nthis Agreement as of the date first above written.\n\nNXG NEXTGEN INFRASTRUCTURE INCOME FUND\n\nBy:\n\nName:\n\nTitle:\n\nCUSHING ASSET MANAGEMENT, LP\n\nBy:\n\nName:\n\nTitle:\n\nC-9\n\n**ANNEX D**\n\n** **\n\n**REPORT OF THE AUDIT COMMITTEE OF\nNXG CUSHING® MIDSTREAM ENERGY FUND\nNXG NEXTGEN INFRASTRUCTURE INCOME FUND**\n\n** **\n\nThe Audit Committee (the “Committee”)\nof the Funds oversees each Fund’s accounting and financial reporting processes and the audits of each Fund’s financial statements.\nManagement is responsible for the preparation, presentation and integrity of each Fund’s financial statements, each Fund’s\naccounting and financial and reporting principles and internal controls and procedures designed to assure compliance with accounting standards\nand applicable laws and regulations. In fulfilling its oversight responsibilities, the Committee reviewed the audited financial statements\nin each Fund’s Annual Report dated November 30, 2024 with management including a discussion of the quality, not just the acceptability,\nof the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.\n\nIn the performance of its oversight function, the\nCommittee has considered and discussed each Fund’s November 30, 2024 audited financial statements with management and with\nErnst & Young LLP (“Ernst & Young”), each Fund’s independent registered public accounting firm. The Committee\nhas also discussed with Ernst & Young the matters required to be discussed by AS 1301 issued by the Public Company Accounting Oversight\nBoard (“PCAOB”). The Committee reviewed with Ernst & Young, who is responsible for expressing an opinion on the conformity\nof those audited financial statements with accounting principles generally accepted in the United States, their judgment as to the quality,\nnot just the acceptability, of each Fund’s accounting principles and such other matters as are required to be discussed with the\nCommittee under generally accepted auditing standards. Finally, the Committee reviewed the written disclosures and the letter from Ernst\n& Young required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, as\ncurrently in effect, has considered whether the provision of other non-audit services by Ernst & Young to each Fund is compatible\nwith maintaining Ernst & Young’s independence, and has discussed with Ernst & Young the independence of the independent\nregistered public accounting firm.\n\nThe Committee discussed with Ernst & Young the\noverall scope and plans for the audit. The Committee discussed with Ernst & Young the results of its examinations, its evaluations\nof each Fund’s internal controls, and the overall quality of each Fund’s financial reporting.\n\nBased upon the reports and discussions described in\nthis report, and subject to the limitations on the role and responsibilities of the Committee referred to above and in the Committee Charter,\nthe Committee recommended to the Board of Trustees (and the Board has approved) that the audited financial statements of each Fund be\nincluded in the Annual Report to Shareholders for such Fund for the fiscal year ended November 30, 2024 and to be filed with the\nSecurities and Exchange Commission.\n\nShareholders are reminded, however, that the members\nof the Committee are not professionally engaged in the practice of auditing or accounting. Members of the Committee rely without independent\nverification on the information provided to them and on the representations made by management and Ernst & Young. Accordingly, the\nCommittee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and\nfinancial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards\nand applicable laws and regulations. Furthermore, the Committee’s considerations and discussions referred to above do not assure\nthat the audit of each Fund’s financial statements has been carried out in accordance with the standards of the PCAOB, that the\nfinancial statements are presented in conformity with accounting principles generally accepted in the United States of America or that\neach Fund’s independent registered public accounting firm is, in fact, “independent.”\n\nNovember 20, 2025\n\nAndrea N. Mullins, Audit Committee Chair\n\nBrian R. Bruce, Audit Committee Member\n\nJohn H. Alban, Audit Committee Member\n\nD-1"}