Form 8-K

8-K — NXG Cushing Midstream Energy Fund

Accession: 0001398344-26-012082

Filed: 2026-07-10

Period: 2026-07-10

CIK: 0001400897

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — fp0099816-1_8kixbrl.htm (Primary)

EX-10.1 (fp0099816-1_ex101.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

July 10, 2026

NXG Cushing® Midstream Energy Fund

(Exact name of registrant as specified in its charter)

Delaware

811-22072

35-2303963

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

One

Energy Square, 4925 Greenville Avenue, Suite 1310 Dallas TX

75206

(Address

of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code

(214) 692-6334

(Former name or former

address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]

Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

[ ]

Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

[ ]

Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

[ ]

Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Shares of Beneficial Interest

SRV

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company

as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934

(§240.12b-2 of this chapter).

[ ] Emerging growth company

If an emerging growth company, indicate by

check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 8.01

Other Events

The Annual Meeting of Shareholders (the “Annual

Meeting”) of NXG Cushing® Midstream Energy Fund (NYSE:SRV) (the “Fund”) was held on June 18, 2026 and

adjourned to July 10, 2026.

At the Annual Meeting, each of the nominees for election

to serve as Class I Trustees of the Fund, Mr. Brian R. Bruce and Mr. John H. Alban, was elected to hold office until the Fund’s

2029 annual meeting or until his successor is elected and duly qualified.

In addition, shareholders approved a new investment

advisory agreement (the “New Advisory Agreement”) between the Fund and Cushing® Asset Management, LP (the

“Adviser”).

On July 10, 2026, NXG Cushing, LLC (“NXG Cushing”),

a Texas limited liability company owned by certain senior employees of the Adviser, acquired from Jerry V. Swank, the founder of the Adviser,

an interest in the Adviser that resulted in NXG Cushing owning an aggregate interest in the Adviser of 62%. Upon completing such acquisition,

pursuant to an Eighth Amended and Restated Limited Partnership Agreement of the Adviser, NXG Cushing replaced Swank Capital, LLC, an entity

wholly owned by Mr. Swank, as the general partner of the Adviser (the acquisition and change in general partner are referred to herein

as the “Transaction”). The closing of the Transaction caused a change of control of the Adviser and, consequently, an “assignment”

of the prior investment advisory agreement between the Fund and the Adviser, which resulted in the termination of the prior investment

advisory agreement according to its terms.

Upon the closing of the Transaction, the Fund and the

Adviser entered into the New Advisory Agreement. There are no material differences between the terms of the New Advisory Agreement and

the terms of the Fund’s prior investment advisory agreement. Under the New Advisory Agreement, the Adviser is retained to provide

investment advisory services with respect to the Fund’s investment portfolio. The services to be provided by the Adviser include

certain of the day-to-day operations of the Fund subject to the direction and control of the Board. Such services include (i) managing

the investment and reinvestment of the Fund’s assets in accordance with the Fund’s investment policies, (ii) arranging for

the purchase and sale of securities and other assets, (iii) providing investment research and analysis concerning the Fund’s assets,

(iv) placing orders for purchases and sales of the Fund’s assets, (v) maintaining books and records required to support the Fund’s

investment operations, (vi) monitoring on a daily basis the investment activities and portfolio holdings of the Fund and (vii) voting

proxies relating to the Fund’s portfolio securities in accordance with the Adviser’s proxy voting policies and procedures.

The services provided by the Adviser pursuant to the New Advisory Agreement are identical to the services provided pursuant to the Fund’s

prior investment advisory agreement.

Likewise, the New Advisory Agreement does not result

in any change in the Fund’s advisory fee rate. Pursuant to the New Advisory Agreement, the Adviser will receive, as full compensation

for all services rendered by the Adviser to the Fund as such, an investment-advisory fee, payable quarterly in arrears, at an annual rate

of 1.25% of the Fund’s Average Weekly Managed Assets. “Average Weekly Managed Assets” with respect to a particular month

means the average of the values of each weekly calculation of the Managed Assets of the Fund that takes place as of any date during that

month. “Managed Assets” means the total assets of the Fund, minus all accrued expenses incurred in the normal course of operations

other than liabilities or obligations attributable to investment leverage, including, without limitation, investment leverage obtained

through (i) indebtedness of any type (including, without limitation, borrowing through a credit facility or the issuance of debt securities),

(ii) the issuance of preferred stock or other similar preference securities and/or (iii) the reinvestment of collateral received for securities

loaned in accordance with the Fund’s investment objective and policies.

In addition, the Adviser has contractually agreed to

waive a portion of the management fee in the amount equal to 0.25% of the Fund’s Managed Assets through February 1, 2027, which

waivers will continue in effect under the New Advisory Agreement until the expiration date of the waivers.

The New Advisory Agreement shall continue in effect

for an initial term of one year. Thereafter, the New Advisory Agreement shall continue in effect from year to year if approved annually

(i) by the Board or the holders of a majority of the outstanding voting securities of the Fund and (ii) by a majority of the Trustees

who are not “interested persons” of the Fund or the Adviser, by vote cast in-person at a meeting called for the purpose of

voting on such approval. The New Advisory Agreement may be terminated (i) by the Fund or the Adviser at any time, without the payment

of any penalty, upon giving the other party 60 days’ written notice, or (ii) by the Adviser on 60 days’ written notice to

the Fund. The New Advisory Agreement will also immediately terminate in the event of its assignment, as defined in the 1940 Act. These

provisions of the New Advisory Agreement are identical to provisions of the Fund’s prior investment advisory agreement.

The foregoing description of the New Advisory Agreement

does not purport to be complete and is qualified in its entirety by reference to the full text of the New Advisory Agreement filed with

this report as Exhibit 10.1 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

10.1

Investment Advisory Agreement between the Fund and Cushing Asset Management, LP

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange

Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NXG CUSHING®

MIDSTREAM ENERGY FUND

Date: July 10, 2026

By:

/s/ Blake Nelson

Name:

Blake Nelson

Title:

Chief Financial Officer

EX-10.1

Filename: fp0099816-1_ex101.htm · Sequence: 2

INVESTMENT MANAGEMENT AGREEMENT

ENTERED INTO BETWEEN

NXG CUSHING MIDSTREAM ENERGY FUND

AND

CUSHING ASSET MANAGEMENT, LP

This Investment Management Agreement (the “Agreement”)

is entered into as of July 10, 2026 by and between NXG Cushing Midstream Energy Fund (the “Fund”), a statutory trust duly

organized and existing under the laws of the State of Delaware, and Cushing Asset Management, LP, a limited partnership duly organized

and existing under the laws of the State of Texas (the “Investment Adviser”).

RECITALS:

The Fund is a closed-end management investment company

registered under the Investment Company Act of 1940 (the “1940 Act”); and

The Investment Adviser is engaged principally in providing

management and investment advisory services and is registered as an investment adviser under the Investment Advisers Act of 1940 (the

“Advisers Act”); and

The Investment Adviser is willing to provide management

and investment advisory services to the Fund on the terms and conditions set out below;

NOW, THEREFORE, in consideration of the mutual covenants

and agreements set out in this Agreement, the Fund and the Investment Adviser agree as follows:

1. Investment Description; Appointment

(a) Investment Description. The Fund will invest

and reinvest its assets in accordance with the investment objective, policies and limitations specified in the prospectus (the “Prospectus”)

filed with the Securities and Exchange Commission (the “SEC”) as part of the Fund’s registration statement on Form N-2

(the “Registration Statement”), as the Fund may periodically amend such investment objective, policies and limitations.

(b) Appointment of Investment Adviser. The

Fund will employ the Investment Adviser to act as the investment adviser of the Fund and to furnish the management and investment advisory

services described below, subject to the policies of, review by and overall control of the Board of Trustees of the Fund (the “Board

of Trustees”), for the period and on the terms and conditions set out in this Agreement. The Investment Adviser accepts such employment

and agrees during such period, at its own expense, to render, or arrange for the rendering of, such services and to assume the obligations

set out in this Agreement for the compensation provided for in this Agreement. The Investment Adviser for all purposes in this Agreement

will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no

authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund.

2. Duties of the Investment Adviser

(a) Management Services.

(1) The Investment Adviser will perform, or arrange for its affiliates to perform, the management services necessary for the operation

of the Fund. The Investment Adviser will provide the Fund with office space, facilities, equipment and necessary personnel (which may

be its own) and such other services as the Investment Adviser, subject to review by the Board of Trustees, from time to time will determine

to be necessary or useful to perform its obligations under this Agreement. The Investment Adviser, also on behalf of the Fund, will conduct

affairs with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents,

accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other

capacity deemed to be necessary or desirable.

(2) The Investment Adviser will, subject to the supervision of the Board of Trustees, perform various services for the Fund, including

but not limited to: (i) preparing all general shareholder communications, including shareholder reports; (ii) conducting shareholder relations;

(iii) maintaining the Fund’s existence and its records; (iv) during such times as shares are publicly offered, maintaining

the registration and qualification of the Fund’s shares under federal and state law; (v) investigating the development of and developing

and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Fund as an investment

vehicle; (vi) overseeing the determination and publication of the Fund’s net asset value in accordance with the Fund’s policy

as adopted from time to time by the Board of Trustees; (vii) overseeing the preparation and filing of the Fund’s federal, state

and local income tax returns and any other required tax returns; (viii) reviewing the appropriateness of and arranging for payment of

the Fund’s expenses; (ix) preparing (or overseeing the preparation) for review and approval by officers of the Fund financial information

for the Fund’s semi-annual and annual reports, proxy statements and other communications with shareholders required or otherwise

to be sent to Fund shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders; (x)

preparing (or overseeing the preparation) for review by an officer of the Fund the 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, as may be mutually agreed upon; (xi) preparing reports

relating to the business and affairs of the Fund as may be mutually agreed upon and not otherwise appropriately prepared by the Fund’s

custodian, counsel or auditors; (xii) preparing (or overseeing the preparation of) such information and reports as may be required by

any stock exchange or exchanges on which the Fund’s shares are listed; (xiii) making such reports and recommendations to the Board

of Trustees concerning the performance of the independent accountants as the Board of Trustees may reasonably request or deems appropriate;

(xiv) making such reports and recommendations to the Board of Trustees concerning the performance and fees of the Fund’s custodian,

transfer agent, administrator and dividend disbursing agent as the Board of Trustees may reasonably request or deems appropriate; (xv)

overseeing and reviewing calculations of fees paid to the Fund’s service providers; (xvi) reviewing implementation of any share

purchase programs authorized by the Board of Trustees; (xvii) determining the amounts available for distribution as dividends and distributions

to be paid by the Fund to its shareholders; (xviii) preparing and arranging for the printing of dividend notices to shareholders; (xix)

providing the Fund’s dividend disbursing agent and custodian with such information as is required for such parties to effect the

payment of dividends and distributions and to implement the Fund’s dividend reinvestment plan; (xx) preparing such information and

reports as may be required by any party from which the Fund borrows funds; (xxi) providing such assistance to the custodian and the Fund’s

counsel and auditors as generally may be required to properly carry on the business and operations of the Fund; and (xxii) assisting in

the preparation and filing of Forms 3, 4, and 5 pursuant to Section 16 of the Securities Exchange Act of 1934 (the “1934 Act”),

and 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

persons.

(3) The Investment Adviser will authorize and permit any of its principals, officers and employees who may be elected or appointed as

trustees or officers of the Fund to serve in the capacities in which they are elected or appointed. Services to be furnished by the Investment

Adviser under this Agreement may be furnished through the medium of any of such principals, officers, or employees. The Investment Adviser

generally will monitor the Fund’s compliance with investment policies and restrictions as set out in filings made by the Fund under

the federal securities laws. The Investment Adviser will make reports to the Board of Trustees of its performance of obligations under

this Agreement and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Fund as the

Fund will determine to be desirable.

(b) Investment Advisory Services. Subject to

the supervision, direction and approval of the Board of Trustees, the Investment Adviser will conduct a continual program of investment,

evaluation, sale, and reinvestment of the Fund’s assets. The Investment Adviser is authorized, in its sole discretion, to: (i) obtain

and evaluate pertinent economic, financial, and other information affecting the economy generally and certain investment assets as such

information relates to securities or other financial instruments that are purchased for or considered for purchase by the Fund; (ii) make

investment decisions for the Fund; (iii) place purchase and sale orders for portfolio transactions on behalf of the Fund, lend securities

and manage otherwise uninvested cash assets of the Fund; (iv) arrange for the pricing of Fund securities; (v) execute account documentation,

agreements, contracts and other documents as may be requested by brokers, dealers, counterparties and other persons in connection with

the Investment Adviser’s management of the assets of the Fund (in such respect, and only for this limited purpose or to the extent

expressly stated elsewhere in this Agreement, the Investment Adviser will act as the Fund’s agent and attorney-in-fact); (vi) employ

professional portfolio managers and securities analysts who provide research services to the Fund; and (vii) make decisions with respect

to the use by the Fund of borrowing for leverage or other investment purposes. The Investment Adviser will in general take such action

as is appropriate to effectively manage the Fund’s investment practices. In addition:

(1) The Investment Adviser will maintain

and preserve the records specified in Section 12 of this Agreement and any other records related to the Fund’s transactions as are

required under any applicable state or federal securities law or regulation including the 1940 Act, the 1934 Act, and the Advisers Act.

(2) The Investment Adviser will comply

with any procedures provided from time to time to the Investment Adviser by the Fund. The Investment Adviser will notify the Fund as soon

as reasonably practicable upon detection of any material breach of such procedures.

(3) The Investment Adviser will maintain

a written code of ethics (the “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 procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its

Code of Ethics. The Investment Adviser will follow such Code of Ethics in performing its services under this Agreement.

(4) The Investment Adviser will manage

the Fund’s assets in accordance with the Fund’s investment objective and policies as adopted by the Fund from time to time.

The Investment Adviser also will manage the investments of the Fund in a manner consistent with any and all applicable investment restrictions

(including diversification requirements) contained in the 1940 Act and the rules under the 1940 Act, any SEC order issued to the Fund,

and any applicable state securities law or regulation. The Investment Adviser will process and respond to class action lawsuits relating

to the portfolio securities of the Fund and any proceeds to the Fund from such lawsuits.

3. Information and Reports

(a) The Investment Adviser will keep the Fund informed

of developments relating to the Investment Adviser’s duties as investment adviser of which the Investment Adviser has, or should

have, knowledge that would materially affect the Fund. In this regard, the Investment Adviser will provide the Fund and its officers with

such periodic reports concerning the obligations the Investment Adviser has assumed under this Agreement as the Fund may from time to

time reasonably request. The Investment Adviser will certify quarterly to the Fund that it and its “Advisory Persons” (as

defined in Rule 17j-1 under the 1940 Act) have complied materially with the requirements of Rule 17j-1 during the previous quarter or,

if not, explain what the Investment Adviser has done to seek to ensure such compliance in the future. The Investment Adviser will annually

furnish to the Fund a written report, which complies with the requirements of Rule 17j-1, concerning the Investment Adviser’s Code

of Ethics. Upon written request of the Fund with respect to violations of the Code of Ethics directly affecting the Fund, the Investment

Adviser will permit representatives of the Fund to examine reports (or summaries of the reports) required to be made by Rule 17j-1(d)(1)

relating to enforcement of the Code of Ethics.

(b) The Investment Adviser will provide the Fund with

any information reasonably requested regarding the Investment Adviser’s management of the Fund required for any shareholder report

or amended registration statement to be filed by the Fund with the SEC.

any additional, removed or substituted general partner of the Investment Adviser within a reasonable time of such addition, removal or

substitution.

4. Standard of Care

The Investment Adviser will exercise its best judgment,

act in good faith, use reasonable care and act in a manner consistent with applicable federal and state laws and regulations in rendering

the services it agrees to provide under this Agreement. The Investment Adviser will not be liable for any error of judgment or mistake

of 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,

bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties under

this Agreement. As used in this Section 4, the term “Investment Adviser” will include any affiliates of the Investment Adviser

performing services for the Fund contemplated by this Agreement and principals, officers and employees of the Investment Adviser and of

such affiliates.

5. Investment Adviser’s Duties Regarding

Fund Transactions

(a) Placement of Orders. The Investment Adviser

will take all actions that it considers necessary to implement the investment policies of the Fund, and, in particular, to place all orders

for the purchase or sale of securities or other investments for the Fund with brokers or dealers the Investment Adviser, in its sole discretion,

selects. To that end, the Investment Adviser is authorized as the Fund’s agent to give instructions to the Fund’s custodian

as to deliveries of securities or other investments and payments of cash for the Fund’s account. In connection with the selection

of brokers or dealers and the placement of purchase and sale orders, the Investment Adviser is subject to the supervision of the Board

of Trustees and is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board

of Trustees, as may be amended from time to time, and is subject to provisions (b), (c) and (d) of this Section 5.

(b) Selection of Brokers and Dealers. To the

extent permitted by the policy guidelines adopted by the Fund, in the selection of brokers and dealers to execute portfolio transactions,

the Investment Adviser is authorized to consider not only the available prices and rates of brokerage commissions, but also other relevant

factors, which may include, without limitation: the execution capabilities of the brokers and dealers; the research, custody, and other

services provided by the brokers and dealers that the Investment Adviser believes will enhance its general portfolio management capabilities;

the size of the transaction; the difficulty of execution; the operational facilities of these brokers and dealers; the risk to a broker

or dealer of positioning a block of securities; and the overall quality of brokerage and research services provided by the brokers and

dealers. In connection with the foregoing, the Investment Adviser is specifically authorized to pay those brokers and dealers who provide

brokerage and research services to the Investment Adviser a higher commission than that charged by other brokers and dealers if the Investment

Adviser determines in good faith that the amount of the commission is reasonable in relation to the value of the services in terms of

either the particular transaction or in terms of the Investment Adviser’s overall responsibilities with respect to the Fund and

to any other client accounts or portfolios that the Investment Adviser advises.

basis, but not less often than annually, the Investment Adviser will identify and provide a written description to the Board of Trustees

of all “soft dollar” arrangements that the Investment Adviser maintains with respect to the Fund or with brokers or dealers

that execute transactions for the Fund, and of all research and other services provided to the Investment Adviser by a broker or dealer

(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

to the broker or dealer.

(d) Aggregated Transactions. On occasions when

the Investment Adviser deems 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 or portfolios that the Investment Adviser manages, the Investment Adviser is authorized, but not required,

to aggregate purchase and sale orders for securities or other financial instruments held (or to be held) by the Fund with similar orders

being made on the same day for other client accounts or portfolios that the Investment Adviser manages. When an order is so aggregated,

the Investment Adviser may allocate the recommendations or transactions among all accounts and portfolios for whom the recommendation

is made or the transaction is effected on a basis that the Investment Adviser reasonably considers equitable and consistent with its fiduciary

obligations to the Fund and its other clients, subject at all times to the allocation policies and procedures of the Fund. The Investment

Adviser and the Fund recognize that in some cases this procedure may adversely affect the size of the position obtainable for the Fund.

6. Compensation

For the services rendered, the facilities furnished

and the expenses assumed by the Investment Adviser under this Agreement, the Fund will pay to the Investment Adviser at the end of each

calendar month a management fee at the annual rate of 1.25% of the Fund’s Average Weekly Managed Assets. “Average Weekly Managed

Assets” with respect to a particular month means the average of the values of each weekly calculation of the Managed Assets of the

Fund that takes place as of any date during that month. “Managed Assets” means the total assets of the Fund, minus all accrued

expenses incurred in the normal course of operations other than liabilities or obligations attributable to investment leverage, including,

without limitation, investment leverage obtained through (i) indebtedness of any type (including, without limitation, borrowing through

a credit facility or the issuance of debt securities), (ii) the issuance of preferred stock or other similar preference securities and/or

(iii) the reinvestment of collateral received for securities loaned in accordance with the Fund’s investment objective and policies.

To the extent applicable, the Fund and the Investment Adviser understand and acknowledge that the liquidation preference of any outstanding

preferred stock (other than accumulated dividends) is not considered a liability in determining the Fund’s Average Weekly Managed

Assets. The management fee 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 Date occurs will be prorated according to the proportion that such period bears to the full monthly period.

Upon any termination of this Agreement before the end of a month, the management fee for such part of that month will be prorated according

to the proportion that such period bears to the full monthly period and will be payable upon the date of termination of this Agreement.

For the purpose of determining management fees payable to the Investment Adviser, the value of the Fund’s Managed Assets will be

computed at the times and in the manner specified from time to time by the Board of Trustees.

7. Expenses

(a) The Investment Adviser. Except as may otherwise

be provided in Section 7(b) of this Agreement, the Investment Adviser will: (i) provide the staff and personnel necessary to perform its

obligations under this Agreement, assume and pay or cause to be paid all expenses incurred in connection with the maintenance of such

staff and personnel, and, at its own expense, provide the office space, facilities, equipment and necessary personnel that it is obligated

to provide under this Agreement; and (ii) pay, or cause affiliates to pay, compensation of all officers of the Fund and all Trustees of

the Fund who are “interested persons” of the Fund (as defined in the 1940 Act).

(b) The Fund. The Fund will bear all other

expenses to be incurred in its operation, including, but not limited to: (i) interest and taxes; (ii) brokerage commissions and other

costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund’s

trustees who are not “interested persons” of the Fund, including reimbursement for all of their out-of-pocket expenses related

to attendance at Board of Trustees or committee meetings; (iv) legal and audit expenses; (v) custodian, administrative, fund accounting,

registrar, transfer agent and dividend disbursing agent fees and expenses; (vi) fees and expenses related to the registration and qualification

of the Fund and the Fund’s shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing

reports and notices and proxy material to shareholders of the Fund; (viii) all other expenses incidental to holding meetings of the Fund’s

shareholders, including proxy solicitations in connection with such meetings; (ix) insurance premiums for fidelity bond, directors and

officers/errors and omissions insurance policies, and other coverage; (x) management fees; (xi) expenses of typesetting for printing prospectuses

and, as applicable, statements of additional information and supplements to those documents; (xii) expenses of printing and mailing prospectuses

and, as applicable, statements of additional information and supplements to those documents; and (xiii) such non-recurring or extraordinary

expenses as may arise, including those relating to actions, suits or proceedings to which the Fund is a party and legal obligations pursuant

to which the Fund may have to indemnify the Fund’s trustees, officers, employees and/or agents with respect to these actions, suits

or proceedings. If the Investment Adviser or any of its affiliates provides accounting services to the Fund, the Fund will reimburse the

Investment Adviser and its affiliates for their costs in providing such accounting services to the Fund using a methodology for determining

costs approved by the Board of Trustees.

8. Services to Other Companies or Accounts

The Fund understands that the Investment Adviser and

its affiliates now act, will continue to act and may act in the future as investment manager, adviser, general partner or managing member

to fiduciary and other managed accounts, and as an investment manager or adviser to other investment companies, including, but not limited

to, offshore entities or private accounts. The Fund has no objection to the Investment Adviser and its affiliates so acting, so long as,

whenever the Fund and one or more other investment companies or accounts managed or advised by the Investment Adviser and its affiliates

have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a formula reasonably

believed to be equitable to each such company and account and in accordance with the Fund’s allocation policies and procedures as

adopted by the Fund from time to time. The Fund recognizes that in some cases this procedure may adversely affect the size of the position

obtainable for the Fund. The Fund understands that the persons employed by the Investment Adviser to assist in the performance of the

Investment Adviser’s duties under this Agreement may not devote their full time to such service, and that nothing contained in this

Agreement will be deemed to limit or restrict the right of the Investment Adviser to engage in and devote time and attention to other

businesses or to render services of whatever kind or nature. This Agreement will not in any way limit or restrict the Investment Adviser

or any of its affiliates, principals, officers, employees, or agents from buying, selling or trading any securities or other investment

instruments 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

not adversely affect or otherwise impair the performance by the Investment Adviser of its duties and obligations under this Agreement.

9. Custody

Nothing in this Agreement will require the Investment

Adviser to take or receive physical possession of cash, securities, or other investments of the Fund.

10. Term of Agreement; Termination of Agreement;

Amendment of Agreement

(a) Term. This Agreement will become effective

upon the acceptance into the Fund of investment moneys other than seed capital from the Investment Adviser or its affiliate (the “Effective

Date”), and, unless terminated in accordance with its terms, will continue for an initial two-year term and after that initial two-year

term so long as such continuance is specifically approved at least annually as required by the 1940 Act.

(b) Termination. This Agreement may be terminated,

without 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)

days’ prior written notice to the Investment Adviser, (ii) by the Investment Adviser upon sixty (60) days’ prior written notice

to the Fund, or (iii) by Investment Adviser upon sixty (60) days’ prior written notice to the Fund. This Agreement also will terminate

automatically in the event of its “assignment,” as defined in the 1940 Act and the rules under the 1940 Act, except that to

the extent consistent with the Advisers Act and the 1940 Act, without the notice to or consent of the Fund, the Investment Adviser may

be reconstituted or reorganized into any other form of business entity.

in writing by mutual consent and in conformity with the requirements of the 1940 Act and the rules under the 1940 Act.

11. Cooperation with Regulatory Authorities or

Other Actions

The parties to this Agreement each agree to cooperate

in a reasonable manner with each other in the event that any of them should become involved in a legal, administrative, judicial or regulatory

action, claim, or suit as a result of performing its obligations under this Agreement.

12. Records

(a) Maintenance of Records. The Investment

Adviser undertakes and agrees 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 investments that are required to be maintained by the Fund pursuant to the 1940 Act with respect to the Investment

Adviser’s responsibilities under this Agreement for the Fund (the “Fund’s Books and Records”).

(b) Ownership of Records. The Investment Adviser

agrees that the Fund’s Books and Records are the Fund’s property and agrees to surrender promptly to the Fund the Fund’s

Books and Records upon the request of the Fund. The Investment Adviser may, however, retain copies of the records at its own cost. The

Fund’s Books and Records will be made available, within two (2) business days of a written request, to the Fund’s accountants

or auditors during regular business hours at the Investment Adviser’s offices. The Fund or its authorized representatives will have

the right to copy any records in the Investment Adviser’s possession that pertain to the Fund. These books, records, information,

or reports will be made available to properly authorized government representatives consistent with state and federal law and/or regulations.

In the event of the termination of this Agreement, the Fund’s Books and Records will be returned to the Fund. The Investment Adviser

agrees that the policies and procedures it has established for managing the Fund, including, but not limited to, all policies and procedures

designed to ensure compliance with federal and state regulations governing the adviser/client relationship and management and operation

of the Fund, will be made available for inspection by the Fund or its authorized representatives upon reasonable written request within

two (2) business days.

13. Conflicts with Fund’s Governing Documents

and Applicable Laws

Nothing contained in this Agreement will be deemed

to 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

may be amended and/or restated from time to time, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees

of its responsibility for and control of the conduct of the affairs of the Fund.

14. Survival

All representations and warranties made by the Investment

Adviser and the Fund in this Agreement will survive for the duration of this Agreement and the parties to this Agreement will notify each

other in writing immediately upon becoming aware, but in no event later than five (5) days after becoming aware, that any of the foregoing

representations and warranties are no longer true.

15. Governing Law

This Agreement will be governed by, construed under

and interpreted and enforced in accordance with the laws of the state of New York, without regard to principles of conflicts of laws.

16. Severability

If any provision of this Agreement is held or made

invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement will not be affected as a result. As used in

this 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

the federal securities laws reflected in any provision of this Agreement is made less restrictive by a rule, regulation or order of the

SEC, whether of special or general application, such provision may be deemed to incorporate the effect of such rule, regulation or order.

This Agreement may be signed in counterpart.

17. Definitions

The terms “assignment,” “affiliated

person,” and “interested person,” when used in this Agreement, will have the respective meanings specified in Section

2(a) of the 1940 Act and the rules under the 1940 Act. The term “majority of the outstanding shares” as used in this Agreement

means 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

these voting shares are present or represented by proxy, or (b) more than fifty percent (50%) of the outstanding voting shares.

18. Limitation of Liability of the Fund and the

Shareholders

None of the Trustees, officers, agents or shareholders

of the Fund will be personally liable under this Agreement. The name “NXG Cushing Midstream Energy Fund” is the designation

of the Fund for the time being under the Amended and Restated Agreement and Declaration of Trust and all persons dealing with the Fund

must look solely to the property of the Fund for the enforcement of any claims against the Fund, as none of the Trustees, officers, agents

or shareholders assume any personal liability for obligations entered into on behalf of the Fund.

19. Use of Name

The Fund may use any name that includes the word “Cushing”

or “Swank” only for so long as this Agreement or any other agreement between the Investment Adviser or any other affiliate

of the Investment Adviser and the Fund or any extension, renewal or amendment of this Agreement or such other agreement remains in effect,

including any similar agreement with any organization that succeeds to the Investment Adviser’s business as investment adviser.

At 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

or any other name indicating that it is advised by or otherwise connected with the Investment Adviser or any organization that has succeeded

to the Investment Adviser’s business.

20. Counterparts

This Agreement may be executed in one or more counterparts,

each of which will be deemed an original, and all of such counterparts together will constitute one and the same instrument.

IN WITNESS WHEREOF, the parties to this Agreement

have executed and delivered this Agreement as of the date first above written.

NXG CUSHING MIDSTREAM ENERGY FUND

By:

/s/ Blake Nelson

Name:

Blake Nelson

Title:

Chief Financial Officer

CUSHING ASSET MANAGEMENT, LP

By:

/s/ John Musgrave

Name:

John Musgrave

Title:

Chief Executive Officer

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