Sit Investment Associates, Inc. and its subsidiary Sit Fixed Income Advisors II, LLC report beneficial ownership of 293,062 shares of NXG NextGen Infrastructure Income Fund common stock, representing 5.2% of the class. This ownership is calculated based on 5,660,500 shares outstanding as of May 31, 2025, as reported by the fund and adjusted for shares issued through a rights offering dated August 13, 2025.
The shares are held in client accounts for which the firms act as investment advisers, and they have shared voting and dispositive power over 293,062 shares, with no sole voting or dispositive power. The advisers state that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the fund, and they formally disclaim beneficial ownership under applicable securities rules.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
NXG NextGen Infrastructure Income Fund
(Name of Issuer)
Common Stock
(Title of Class of Securities)
231647207
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
231647207
1
Names of Reporting Persons
Sit Investment Associates, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
MINNESOTA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
293,062.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
293,062.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
293,062.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.2 %
12
Type of Reporting Person (See Instructions)
IV
SCHEDULE 13G
CUSIP No.
231647207
1
Names of Reporting Persons
Sit Fixed Income Advisors II, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
293,062.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
293,062.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
293,062.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.2 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
NXG NextGen Infrastructure Income Fund
(b)
Address of issuer's principal executive offices:
600 N. Pearl Street, Suite 1205, Dallas, TX 75201
Item 2.
(a)
Name of person filing:
Sit Investment Associates, Inc.
Sit Fixed Income Advisors II, LLC
(b)
Address or principal business office or, if none, residence:
c/o Sit Investment Associates, Inc.
80 South Eighth Street, Suite 3300
Minneapolis, MN 55402
(c)
Citizenship:
Sit Investment Associates, Inc. Minnesota Corporation
Sit Fixed Income Advisors II, LLC Delaware LLC
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
231647207
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See response to item 9 on each cover page.
(b)
Percent of class:
See response to item 11 on each cover page.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See response to item 5 on each cover page.
(ii) Shared power to vote or to direct the vote:
See response to item 6 on each cover page.
(iii) Sole power to dispose or to direct the disposition of:
See response to item 7 on each cover page.
(iv) Shared power to dispose or to direct the disposition of:
See response to item 8 on each cover page.
The ownership percentages reported are based on 5,660,500 shares of common stock outstanding as of May 31, 2025, as reported in the Issuer's Report on Form N-CSRS filed with the Securities Exchange Commission, and adjusted for shares issued pursuant to a rights offering dated August 13, 2025.
Sit Investment Associates, Inc. ("SIA") is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. Sit Fixed Income Advisors II, LLC ("SFI") is an investment adviser registered under section 203 of the Investment Advisers Act of 1940 and a subsidiary of SIA. SIA and SFI provide investment management services to client accounts ("Accounts"). In their roles as investment advisers SIA and SFI possess shared voting and investment power over securities of the Issuer described in this schedule 13G owned by the Accounts and may be deemed to be the beneficial owner of such shares of the Issuer owned by the Accounts. All securities reported in this schedule 13G are owned by the Accounts. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), SIA and SFI disclaim beneficial ownership of such securities.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Accounts are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities.
Except as may be indicated if this is a joint filing with a registered investment company managed by SIA or SFI, not more than 5% of the class of such securities is owned by any one Account subject to the investment advice of SIA or SFI.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Who is the institutional holder reporting a stake in NXG (NXG NextGen Infrastructure Income Fund)?
The reporting entities are Sit Investment Associates, Inc. and its subsidiary Sit Fixed Income Advisors II, LLC, both U.S.-based registered investment advisers.
How many NXG NextGen Infrastructure Income Fund shares do the Sit entities report owning?
They report beneficial ownership of 293,062 shares of NXG NextGen Infrastructure Income Fund common stock through client accounts they manage.
What percentage of NXG’s common stock does this 293,062-share position represent?
The filing states that the 293,062 shares represent 5.2% of the outstanding common stock of NXG NextGen Infrastructure Income Fund.
How is the 5.2% ownership in NXG calculated in this Schedule 13G/A?
The percentage is based on 5,660,500 shares of common stock outstanding as of May 31, 2025, as reported by the fund, and adjusted for shares issued under a rights offering dated August 13, 2025.
Do Sit Investment Associates and Sit Fixed Income Advisors II control how these NXG shares are voted and disposed of?
Both entities report shared voting power over 293,062 shares and shared dispositive power over 293,062 shares, with no sole voting or dispositive power over NXG shares.
Are the NXG shares held directly by Sit or on behalf of clients, and what is their stated purpose?
The filing explains that all reported NXG securities are owned by client accounts to which Sit entities provide investment advice. The firms state that the shares were acquired and are held in the ordinary course of business and not for changing or influencing control of the fund, and they disclaim beneficial ownership of the securities.
Does any single Sit-managed account hold more than 5% of NXG’s common stock?
The document notes that, except where jointly filed with a registered investment company managed by Sit, no single client account owns more than 5% of the class of NXG securities subject to their investment advice.
