Form 8-K

8-K — NXG NextGen Infrastructure Income Fund

Accession: 0001398344-26-012085

Filed: 2026-07-10

Period: 2026-07-10

CIK: 0001506488

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — fp0099816-2_8kixbrl.htm (Primary)

EX-10.1 (fp0099816-2_ex101.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: fp0099816-2_8kixbrl.htm · Sequence: 1

false

0001506488

2026-07-10

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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 NextGen Infrastructure Income Fund

(Exact name of registrant as specified in its charter)

Delaware

811-22499

46-0742000

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

One

Energy Square, 4925

Greenville Avenue, Suite

1310 Dallas, Texas

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

NXG

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 NextGen Infrastructure Income Fund (NYSE:NXG) (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 II Trustees of the Fund, Ms. Andrea N. Mullins and Mr. John H. Alban, was elected to hold office until the Fund’s

2028 annual meeting or until his or her 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 NEXTGEN INFRASTRUCTURE INCOME FUND

Date: July 10, 2026

By:

/s/ Blake Nelson

Name:

Blake Nelson

Title:

Chief Financial Officer

EX-10.1

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

INVESTMENT MANAGEMENT AGREEMENT

ENTERED INTO BETWEEN

NXG NEXTGEN INFRASTRUCTURE INCOME FUND

AND

CUSHING ASSET MANAGEMENT, LP

This Investment Management Agreement (the “Agreement”) is entered

into as of July 10, 2026 by and between NXG NextGen Infrastructure Income 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:

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.

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.

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.

or substituted general partner of the Investment Adviser within a reasonable time of such addition, removal or substitution.

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.

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.

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.

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.

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.

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.

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.

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 NextGen Infrastructure Income 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 words “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 NEXTGEN INFRASTRUCTURE INCOME 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

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.1

Cover

Jul. 10, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jul. 10, 2026

Entity File Number

811-22499

Entity Registrant Name

NXG NextGen Infrastructure Income Fund

Entity Central Index Key

0001506488

Entity Tax Identification Number

46-0742000

Entity Incorporation, State or Country Code

Entity Address, Address Line One

One

Energy Square

Entity Address, Address Line Two

4925

Greenville Avenue

Entity Address, Address Line Three

Suite

1310

Entity Address, City or Town

Dallas

Entity Address, State or Province

Entity Address, Postal Zip Code

75206

City Area Code

214

Local Phone Number

692-6334

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Shares of Beneficial Interest

Trading Symbol

NXG

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 3 such as an Office Park

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine3

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration