NXG Cushing Midstream Fund (NYSE: SRV) affirms advisory terms after 62% adviser stake change

Rhea-AI Filing Summary

NXG Cushing® Midstream Energy Fund reported shareholder approval of a new investment advisory agreement with Cushing® Asset Management, LP following a change in control of the Adviser. On July 10, 2026, NXG Cushing, LLC, owned by certain senior employees of the Adviser, acquired an interest that brought its aggregate ownership in the Adviser to 62% and replaced Swank Capital, LLC as general partner.

The prior advisory agreement automatically terminated upon this change of control, and the Fund entered into a New Advisory Agreement with identical services, terms, and advisory fee rate. The Adviser continues to receive an annual fee of 1.25% of the Fund’s Average Weekly Managed Assets, payable quarterly in arrears. The Adviser has contractually agreed to continue waiving 0.25% of Managed Assets through February 1, 2027, reducing the effective fee during that period. The agreement has an initial one-year term and is subject to annual approval and standard termination and assignment provisions.

Insights

Closed-end fund governance analyst

Adviser changes control, but fund advisory terms and fees remain the same.

NXG Cushing® Midstream Energy Fund details a change in control at its external adviser, where NXG Cushing, LLC now owns 62% of Cushing® Asset Management, LP and serves as general partner. This triggers an automatic termination of the old advisory contract and entry into a New Advisory Agreement.

The New Advisory Agreement preserves the existing fee rate of 1.25% of Average Weekly Managed Assets, payable quarterly, and continues the contractual fee waiver of 0.25% of Managed Assets through February 1, 2027. Operationally, the Adviser’s responsibilities and the Fund’s fee structure are unchanged, suggesting continuity for shareholders despite ownership realignment at the advisory firm.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Adviser ownership by NXG Cushing, LLC: 62% Advisory fee rate: 1.25% of Average Weekly Managed Assets Management fee waiver: 0.25% of Managed Assets +3 more

6 metrics

Adviser ownership by NXG Cushing, LLC 62% Aggregate interest in Cushing Asset Management, LP after the Transaction

Advisory fee rate 1.25% of Average Weekly Managed Assets Annual advisory fee under the New Advisory Agreement, payable quarterly in arrears

Management fee waiver 0.25% of Managed Assets Contractual waiver of a portion of the management fee through February 1, 2027

Fee waiver end date February 1, 2027 Expiration date of the Adviser’s contractual management fee waiver

Initial term of New Advisory Agreement one year Duration of initial term before requiring annual approvals

Trustee term end meeting 2029 annual meeting End of term for elected Class I Trustees Brian R. Bruce and John H. Alban

Key Terms

Average Weekly Managed Assets, Managed Assets, change of control, investment advisory agreement, +1 more

5 terms

Average Weekly Managed Assets financial

"an annual rate of 1.25% of the Fund’s Average Weekly Managed Assets"

Managed Assets financial

"“Managed Assets” means the total assets of the Fund, minus all accrued expenses"

Managed assets are the financial investments—such as stocks, bonds, cash, or real estate—that a professional firm or advisor oversees and makes decisions about on behalf of clients. They matter to investors because the amount and performance of these assets influence a manager’s revenue, reputation, and the client’s potential returns, much like the size and health of a garden reflect a gardener’s skill and likely harvest.

change of control regulatory

"The closing of the Transaction caused a change of control of the Adviser"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

investment advisory agreement regulatory

"a new investment advisory agreement (the “New Advisory Agreement”) between the Fund and"

A written contract between an investor and a professional who manages or gives ongoing advice about the investor’s money, spelling out the services provided, fees charged, how decisions are made, who holds the assets, and how either side can end the relationship. It matters to investors because it sets expectations, protects rights, clarifies costs that affect returns, and reveals any potential conflicts of interest—like a roadmap and fee schedule for a paid service.

interested persons regulatory

"by a majority of the Trustees who are not “interested persons” of the Fund or the Adviser"

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FAQ

What corporate change did NXG Cushing Midstream Energy Fund (SRV) report?

The Fund reported that NXG Cushing, LLC acquired an interest in its Adviser resulting in 62% ownership and became general partner. This change of control terminated the prior advisory agreement and led to a new, substantially identical advisory agreement.

Did the advisory fee change for NXG Cushing Midstream Energy Fund (SRV)?

No. Under the New Advisory Agreement, the Adviser continues to receive an annual fee of 1.25% of Average Weekly Managed Assets, payable quarterly in arrears. The agreement explicitly states there are no material differences from the prior advisory fee rate.

Is there a fee waiver in place for NXG Cushing Midstream Energy Fund (SRV)?

Yes. The Adviser has contractually agreed to waive 0.25% of the Fund’s Managed Assets through February 1, 2027. This waiver continues unchanged under the New Advisory Agreement until its stated expiration date.

How long does the new advisory agreement for SRV remain in effect?

The New Advisory Agreement has an initial term of one year. After that, it continues from year to year if approved annually by the Board or a majority of outstanding voting securities and by a majority of non-interested Trustees.

What services will the Adviser provide under the new agreement for SRV?

The Adviser will provide investment advisory services, including managing and reinvesting assets, arranging trades, research and analysis, order placement, recordkeeping, daily monitoring of investments, and proxy voting. These services are stated to be identical to those under the prior agreement.

Were trustees elected at the SRV shareholder meeting mentioned in this filing?

Yes. Shareholders elected Brian R. Bruce and John H. Alban as Class I Trustees to serve until the Fund’s 2029 annual meeting or until their successors are elected and qualified.

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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

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 fp0099816-1_ex101.htm 51.3 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB