Business Context and Reporting Period
This Form 8-K filing by NXG Cushing Midstream Energy Fund (NYSE: SRV) reports events occurring on July 10, 2026, following an Annual Meeting of Shareholders held on June 18, 2026, and adjourned to July 10, 2026. The filing details the election of Class I Trustees and a significant change in control of the Fund's investment adviser.
Key Financial Metrics
The filing does not provide specific financial performance data such as revenue, profit, cash flow, or debt levels for the reporting period. However, it discloses the following fee structure under the new advisory agreement:
- Advisory Fee Rate: 1.25% annually of Average Weekly Managed Assets.
- Fee Waiver: The Adviser has agreed to waive 0.25% of Managed Assets through February 1, 2027.
- Managed Assets Definition: Total assets minus accrued expenses, excluding liabilities from investment leverage.
Material Changes
The primary material change reported is the change of control of the Adviser (Cushing Asset Management, LP). On July 10, 2026, NXG Cushing, LLC acquired an interest from founder Jerry V. Swank, resulting in NXG Cushing owning 62% of the Adviser. Consequently:
- NXG Cushing replaced Swank Capital, LLC as the general partner of the Adviser.
- The prior investment advisory agreement was terminated due to the "assignment" triggered by the change of control.
- A New Advisory Agreement was executed immediately upon closing.
- Shareholders elected Mr. Brian R. Bruce and Mr. John H. Alban as Class I Trustees.
Guidance, Outlook, and Management Commentary
Management commentary indicates that the New Advisory Agreement contains no material differences in terms or fee rates compared to the prior agreement. The services provided, including portfolio management, research, and proxy voting, remain identical. The agreement has an initial term of one year and requires annual approval by the Board and a majority of disinterested Trustees to continue. The agreement may be terminated by either party with 60 days' written notice without penalty.
Investor Verification Checklist
- Verify the full text of the New Advisory Agreement filed as Exhibit 10.1 to confirm no hidden terms differ from the summary.
- Confirm the effective date and duration of the 0.25% fee waiver (through February 1, 2027).
- Review the governance structure of the new general partner, NXG Cushing, LLC, and its relationship to the Fund.
- Check subsequent filings for any changes to the Fund's leverage or asset composition following the change in advisory control.