NXG Cushing Midstream Energy Fund 8-K

What Happened

• NXG Cushing Midstream Energy Fund (NYSE: SRV) held its Annual Meeting originally on June 18, 2026 (adjourned to July 10, 2026). Shareholders elected Brian R. Bruce and John H. Alban as Class I Trustees to serve until the 2029 annual meeting.
• On July 10, 2026, NXG Cushing, LLC (owned by certain senior employees of Cushing Asset Management, LP) acquired an interest from founder Jerry V. Swank, resulting in NXG Cushing owning 62% of the Adviser and replacing Swank Capital, LLC as general partner. That transaction changed control of the Adviser, causing an assignment and termination of the prior investment advisory agreement and prompting the Fund and Cushing Asset Management, LP to enter into a New Advisory Agreement.

Key Details

• Trustee elections: Brian R. Bruce and John H. Alban elected to hold office through the 2029 annual meeting.
• Adviser control change: NXG Cushing acquired a controlling 62% interest in Cushing Asset Management, LP; general partner changed on July 10, 2026.
• Advisory fee: New Advisory Agreement retains the same advisory fee rate—1.25% per year of Average Weekly Managed Assets, payable quarterly.
• Fee waiver: Adviser contractually agreed to waive 0.25% of the management fee through February 1, 2027 (waiver continues under the New Advisory Agreement).
• Term and termination: New Advisory Agreement has an initial one-year term and renews annually if approved; either party may terminate on 60 days’ written notice; agreement terminates on assignment as defined by the 1940 Act.

Why It Matters

• Governance: Re-election of the two Class I Trustees provides continuity in board oversight through 2029.
• Adviser change: A change in control of the adviser is material because it triggered an assignment of the prior advisory agreement; however, the Fund reports no material changes to advisory terms or fee rate under the New Advisory Agreement.
• Costs to investors: The stated advisory rate remains 1.25% annually, but the adviser is waiving 0.25% through Feb 1, 2027, effectively lowering the fee during that period.
• What to watch: Investors should note the adviser ownership change and monitor any future amendments or renewals of the advisory agreement, but the filing indicates operations and fees remain substantially the same for now.