NXG NextGen Infrastructure Income Fund 8-K

What Happened

• NXG NextGen Infrastructure Income Fund (NYSE: NXG) held its Annual Meeting originally on June 18, 2026 (adjourned to July 10, 2026). Shareholders elected Class II Trustees Andrea N. Mullins and John H. Alban to terms running until the 2028 annual meeting.
• Shareholders also approved a new investment advisory agreement with Cushing® Asset Management, LP. On July 10, 2026, NXG Cushing, LLC (owned by certain senior employees of the adviser) acquired an interest from founder Jerry V. Swank, resulting in NXG Cushing owning 62% of the adviser and replacing Swank Capital, LLC as the adviser’s general partner. That transaction caused a change of control and an assignment that terminated the prior advisory agreement and prompted the parties to enter the New Advisory Agreement.

Key Details

• Trustee elections: Andrea N. Mullins and John H. Alban elected as Class II Trustees (terms until 2028 meeting).
• Adviser ownership change: NXG Cushing now owns 62% of Cushing Asset Management, LP; Swank Capital, LLC replaced as general partner.
• Advisory fee: New Advisory Agreement maintains the prior fee — 1.25% annually of Average Weekly Managed Assets, payable quarterly; adviser agreed to waive 0.25% of Managed Assets through February 1, 2027.
• Agreement term and termination: Initial one-year term, renewable annually with board/majority shareholder and independent trustee approvals; terminable on 60 days’ notice and terminates on assignment.

Why It Matters

• Investors should note continuity in portfolio management and fees: the services and advisory fee rate remain the same under the New Advisory Agreement, and the adviser has temporarily agreed to fee waivers through Feb 1, 2027.
• Governance and control have changed: the adviser is now majority‑owned by senior employees (NXG Cushing), which is a material ownership/governance shift that triggered the advisory agreement assignment and replacement.
• The trustee elections and the board’s required approvals provide oversight mechanisms for the adviser relationship going forward.