[SCHEDULE 13G] NXG NextGen Infrastructure Income Fund SEC Filing

Rhea-AI Filing Summary

Sit Investment Associates, Inc. and its subsidiary Sit Fixed Income Advisors II, LLC filed a Schedule 13G reporting shared voting and dispositive power over 633,673 shares of NXG NextGen Infrastructure Income Fund common stock, representing 11.2% of the class. The ownership percentage is calculated using 5,660,500 shares outstanding as of May 31, 2025 and adjusted for a rights offering dated August 13, 2025. Both filers state the shares are owned by client accounts they advise, assert the holdings were acquired in the ordinary course of business, and disclaim beneficial ownership under Rule 13d-4. The filing shows no sole voting or dispositive power and lists corporate details and signatures dated 09/03/2025.

Positive

• Material stake disclosed: Reporting of an 11.2% ownership position provides transparency to the market.

Negative

• No indication of active engagement: The filers state the position is passive, so there is no stated commitment to influence governance or strategy.

Insights

Financial Analyst

TL;DR: A registered investment adviser and its subsidiary report an 11.2% passive stake in NXG via managed client accounts.

The Schedule 13G discloses that Sit Investment Associates and its subsidiary hold shared voting and dispositive power over 633,673 NXG shares, equal to 11.2% of the outstanding class after the rights offering adjustment. As an investment adviser filing under 13G, they represent the position is passive and held in client Accounts, not for control. The lack of sole voting or dispositive power and the Rule 13d-4 disclaimer indicate limited direct influence on corporate decisions. For investors, this is a material disclosure of concentrated institutional ownership without an expressed intention to seek control.

Corporate Governance Expert

TL;DR: Material ownership stake disclosed, but filing signals passive intent and a disclaimer of beneficial ownership.

The report identifies SIA (Minnesota) and SFI (Delaware subsidiary) as having shared voting and investment authority over 11.2% of NXG, all held in client accounts. The 13G certification that shares were acquired in the ordinary course and are not intended to influence control, together with the Rule 13d-4 disclaimer, suggest the filers do not seek board representation or governance change. From a governance perspective, concentrated passive ownership can still affect shareholder votes if coordinated, but this filing contains no indication of such coordination or active governance engagement.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

NXG NextGen Infrastructure Income Fund

(Name of Issuer)

Common Stock

(Title of Class of Securities)

231647207

(CUSIP Number)

08/29/2025

(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 633,673.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 633,673.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

633,673.00

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)

11.2 %

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 633,673.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 633,673.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

633,673.00

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)

11.2 %

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.
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.

Sit Investment Associates, Inc.

Signature:	/s/ Paul E. Rasmussen
Name/Title:	Paul Rasmussen / Vice President
Date:	09/03/2025

Sit Fixed Income Advisors II, LLC

Signature:	/s/ Paul E. Rasmussen
Name/Title:	Paul Rasmussen / Vice President
Date:	09/03/2025

FAQ

What percentage of NXG does Sit Investment Associates report owning?

The filers report owning 633,673 shares, representing 11.2% of NXG's common stock.

Are the Sit filers claiming beneficial ownership of the shares?

They state the shares are owned by client Accounts and expressly disclaim beneficial ownership under Rule 13d-4.

Do the filers have sole voting or dispositive power over the shares?

No. The filing shows 0 shares with sole voting or dispositive power and 633,673 shares with shared voting and dispositive power.

When were the signatures dated on the Schedule 13G filing?

Both Sit Investment Associates and Sit Fixed Income Advisors II signed the filing on 09/03/2025.

What basis was used to calculate the ownership percentage?

The percentage is based on 5,660,500 shares outstanding as of May 31, 2025, adjusted for a rights offering dated August 13, 2025.