UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
NXG Cushing® Midstream Energy
Fund
NXG NextGen Infrastructure Income Fund
(Names of Co-Registrants as Specified in Their
Charters)
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per
Exchange Act Rules 14a- 6(i)(1) and 0-11 |
NXG
CUSHING® MIDSTREAM ENERGY FUND (NYSE: SRV)
NXG
NEXTGEN INFRASTRUCTURE INCOME FUND (NYSE: NXG)
600
N. Pearl St., Suite 1205
Dallas,
Texas 75201
NOTICE
OF JOINT ANNUAL MEETING OF SHAREHOLDERS
To
be held on May 23, 2023
Notice
is hereby given to the shareholders of each of NXG Cushing® Midstream Energy Fund (formerly, The Cushing®
MLP & Infrastructure Total Return Fund) (“SRV”) and NXG NextGen Infrastructure Income Fund (formerly, The Cushing®
NextGen Infrastructure Income Fund) (“NXG” and, together with SRV, the “Funds” and each a
“Fund”) that the Joint Annual Meeting of Shareholders of the Funds (the “Annual Meeting”) will
be held at the offices of the Funds, 600 N. Pearl St., Suite 1205, Dallas, Texas 75201, on May 23, 2023 at 9:00 A.M. (Central time).
The
Annual Meeting is being held for the following purposes:
| 1. | To
elect Trustees in the following manner (the “Election of the Trustees”): |
| (a) | With
respect to SRV: To elect the Class I Trustee nominees named in the accompanying
joint proxy statement, Mr. John H. Alban and Mr. Brian R. Bruce, to hold office until SRV’s
2026 annual meeting or until their respective successors are elected and duly qualified. |
| (b) | With
respect to NXG: To elect the Class I Trustee nominees named in the accompanying
joint proxy statement, Mr. Brian R Bruce and Mr. Ronald P. Trout, to hold office until NXG’s
2025 annual meeting or until their respective successors are elected and duly qualified. |
| 2. | To
transact such other business as may properly come before the Annual Meeting or any adjournments,
postponements or delays thereof. |
THE
BOARD OF TRUSTEES OF EACH FUND (COLLECTIVELY, THE “BOARD”), INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” THE ELECTION OF NOMINEES OF THE BOARD LISTED IN THE ACCOMPANYING JOINT PROXY STATEMENT FOR YOUR FUND.
The
Board has fixed the close of business on April 14, 2023 as the record date for the determination of shareholders entitled to notice of,
and to vote at, the Annual Meeting. We urge you to mark, sign, date, and mail the enclosed proxy or proxies in the postage-paid envelope
provided so your shares will be represented at the Annual Meeting.
If
you owned shares in more than one Fund as of the close of business on April 14, 2023, you may receive more than one proxy card. Please
be certain to sign, date and return each proxy card you receive from us.
The
Funds currently intend to hold the Annual Meeting in person. However, the Funds continue to actively monitor public health considerations
regarding the coronavirus (COVID-19) pandemic. The Funds are sensitive to the public health and travel protocols that federal, state
and local governments and health officials may impose or recommend. In the event that the Funds determine it is not possible or advisable
to hold the Annual Meeting in person, the Funds will publicly announce alternative arrangements for the meeting as promptly as practicable
before the Annual Meeting, which may include holding the Annual Meeting solely by means of remote communication (i.e., a virtual-only
Annual Meeting). Please monitor the Funds’ website (www.cushingcef.com) for updated information. If you are planning to attend
the Annual Meeting in person, please check the Funds’ website prior to the meeting date.
| |
By order of the Board, |
| |
|
| |
/s/ Mark Rhodes |
| |
Mark Rhodes |
| |
CEO and President of each Fund |
Dallas,
Texas
April
21, 2023
IT
IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING IN PERSON OR BY PROXY.
REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE SIGN, DATE AND RETURN
THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE OR VOTE BY TELEPHONE OR
THROUGH THE INTERNET PURSUANT TO THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD.
IF
YOU ATTEND THE ANNUAL MEETING AND WISH TO VOTE IN PERSON, YOU WILL BE ABLE TO DO SO AND YOUR VOTE AT THE ANNUAL MEETING WILL REVOKE ANY
PROXY YOU MAY HAVE SUBMITTED. MERELY ATTENDING THE ANNUAL MEETING, HOWEVER, WILL NOT REVOKE A PREVIOUSLY GIVEN PROXY.
IF
YOU INTEND TO ATTEND THE ANNUAL MEETING IN PERSON AND YOU ARE A RECORD HOLDER OF A FUND’S SHARES, IN ORDER TO GAIN ADMISSION YOU
WILL BE REQUIRED TO SHOW VALID PHOTOGRAPHIC IDENTIFICATION, SUCH AS YOUR DRIVER’S LICENSE. IF YOU INTEND TO ATTEND THE ANNUAL MEETING
IN PERSON AND YOU HOLD YOUR SHARES THROUGH A BANK, BROKER OR OTHER CUSTODIAN, IN ORDER TO GAIN ADMISSION YOU WILL BE REQUIRED TO SHOW
VALID PHOTOGRAPHIC IDENTIFICATION, SUCH AS YOUR DRIVER’S LICENSE, AND SATISFACTORY PROOF OF OWNERSHIP OF SHARES OF A FUND, SUCH
AS YOUR VOTING INSTRUCTION FORM (OR A COPY THEREOF) OR BROKER’S STATEMENT INDICATING OWNERSHIP AS OF A RECENT DATE. IF YOU HOLD
YOUR SHARES IN A BROKERAGE ACCOUNT OR THROUGH A BANK OR OTHER NOMINEE, YOU WILL NOT BE ABLE TO VOTE IN PERSON AT THE ANNUAL MEETING UNLESS
YOU HAVE PREVIOUSLY REQUESTED AND OBTAINED A “LEGAL PROXY” FROM YOUR BROKER, BANK OR OTHER NOMINEE AND PRESENT IT AT THE
ANNUAL MEETING.
YOUR
VOTE IS EXTREMELY IMPORTANT. NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN, PLEASE SEND IN YOUR PROXY CARD(S), OR VOTE BY TELEPHONE OR
THE INTERNET TODAY.
NXG
CUSHING® MIDSTREAM ENERGY FUND (NYSE: SRV)
NXG
NEXTGEN INFRASTRUCTURE INCOME FUND (NYSE: NXG)
PROXY
STATEMENT
FOR
JOINT
ANNUAL MEETING OF SHAREHOLDERS
TO
BE HELD ON May 23, 2023
This
joint proxy statement (“Proxy Statement”) is furnished to the holders of common shares of beneficial interest, par
value $0.001 per share of NXG Cushing® Midstream Energy Fund (formerly, The Cushing® MLP & Infrastructure
Total Return Fund) (“SRV”) and NXG NextGen Infrastructure Income Fund (formerly, The Cushing® NextGen
Infrastructure Income Fund) (“NXG” and, together with SRV, the “Funds” and each a “Fund”)
in connection with the solicitation by the Board of Trustees of each Fund (collectively, the “Board”) of proxies to
be voted at the Joint Annual Meeting of Shareholders of the Funds to be held on May 23, 2023, and any adjournment, postponement or delay
thereof (the “Annual Meeting”). The Annual Meeting will be held at the offices of the Funds, 600 N. Pearl St., Suite
1205, Dallas, Texas 75201, on May 23, 2023 at 9:00 A.M. (Central time). If you need to obtain directions to be able to attend the Annual
Meeting and vote in person, please contact us at 1-888-777-2346.
This
document gives you the information you need to vote on the matters listed on the accompanying Notice of Joint Annual Meeting of Shareholders
(“Notice of Annual Meeting”). Much of the information in this Proxy Statement is required under rules of the Securities
and Exchange Commission (“SEC”). If there is anything you do not understand, please contact us at our toll-free number 1-888-777-2346.
The Notice of Annual Meeting, the proxy and this Proxy Statement are first being mailed to each Fund’s shareholders on or about
April 21, 2023.
The
Funds currently intend to hold the Annual Meeting in person. However, the Funds continue to actively monitor public health considerations
regarding the coronavirus (COVID-19) pandemic. The Funds are sensitive to the public health and travel protocols that federal, state
and local governments and health officials may impose or recommend. In the event that the Funds determine it is not possible or advisable
to hold the Annual Meeting in person, the Funds will publicly announce alternative arrangements for the meeting as promptly as practicable
before the Annual Meeting, which may include holding the Annual Meeting solely by means of remote communication (i.e., a virtual-only
Annual Meeting). Please monitor the Funds’ website (www.cushingcef.com) for updated information. If you are planning to attend
the Annual Meeting in person, please check the Funds’ website prior to the meeting date.
| ● | Why
is a shareholder meeting being held? |
The
common shares of each Fund are listed on the New York Stock Exchange (“NYSE”), and the rules of the NYSE require each
Fund to hold an annual meeting of shareholders to elect Trustees each fiscal year.
| ● | What
matters will be voted on? |
Shareholders
of the Funds are being asked to elect Trustees in the following manner:
| (a) | With
respect to SRV: To elect the Class I Trustee nominees named in this Proxy Statement,
Mr. John H. Alban and Mr. Brian R. Bruce, to hold office until SRV’s 2026 annual meeting
or until their respective successors are elected and duly qualified. |
| (b) | With
respect to NXG To elect the Class I Trustee nominees named in this Proxy Statement, Mr.
Brian R Bruce and Mr. Ronald P. Trout, to hold office until NXG’s 2025 annual meeting
or until their respective successors are elected and duly qualified. |
| ● | Will
my vote make a difference? |
Yes!
Your vote is important and could make a difference in the governance of the Fund(s), no matter how many shares you own.
| ● | Who
is asking for my vote? |
The
enclosed proxy is solicited by the Board of each Fund for use at the Annual Meeting to be held on May 23, 2023, and, if the Annual Meeting
is adjourned, postponed or delayed, at any later meeting(s), for the purposes stated in the Notice of Annual Meeting.
| ● | How
many votes are required to elect a Trustee nominee? |
The
affirmative vote of a plurality of the shares present in person or by proxy for each Fund at the Annual Meeting at which a quorum (i.e.,
one-third of the outstanding shares of each Fund entitled to vote at the Annual Meeting) is present is necessary to elect a Trustee nominee.
| ● | How
does the Board recommend that shareholders vote? |
The
Board unanimously recommends that you vote “FOR” the Trustee nominees named in this Proxy Statement for your Fund.
The
Board has reviewed the qualifications and backgrounds of the Board’s nominees and believes that they are experienced in overseeing
investment companies and are familiar with the Funds, their investment strategies and operations and the investment adviser of the Funds.
The Board has approved the nominees named in this Proxy Statement and believes their election is in your best interests as shareholders.
| ● | Who
is eligible to vote? |
Shareholders
of record of each Fund at the close of business on April 14, 2023, are entitled to be present and to vote at the Annual Meeting or any
adjournment, postponement or delay thereof. Each share is entitled to one vote. Shares represented by your duly executed proxy/proxies
will be voted in accordance with your instructions. If you sign a proxy card, but do not fill in a vote, your shares will be voted in
accordance with the Board’s recommendations. If any other business is brought before the Annual Meeting, your shares will be voted
at your proxy’s discretion unless you specify otherwise in your proxy.
| ● | Who
will bear the costs of proxy solicitation? |
The
costs and expenses of soliciting proxies will be borne by the Funds. Each Fund pays a pro rata portion (based on respective net assets)
of such costs and expenses.
| ● | How
do you vote your Shares? |
Whether
or not you plan to attend the Annual Meeting, we urge you to complete, sign, date, and return the enclosed proxy card in the postage-paid
envelope provided or vote via telephone or the Internet so your shares will be represented at the Annual Meeting. Instructions regarding
how to vote via telephone or the Internet are included on the enclosed proxy card. The required control number for telephone and Internet
voting is printed on the enclosed proxy card. The control number is used to match proxy cards with shareholders’ respective accounts
and to ensure that, if a shareholder executed multiple proxy cards with respect to shares of a Fund, such shares are voted in accordance
with the proxy card bearing the latest date.
If
you attend the Annual Meeting and wish to vote in person, you will be able to do so. If you intend to attend the Annual Meeting in person
and you are a record holder of a Fund’s shares, in order to gain admission you will be required to show valid photographic identification,
such as your driver’s license. If you intend to attend the Annual Meeting in person and you hold your shares through a bank, broker
or other custodian, in order to gain admission you will be required to show valid photographic identification, such as your driver’s
license, and satisfactory proof of ownership of shares of a Fund, such as your voting instruction form (or a copy thereof) or broker’s
statement indicating ownership as of a recent date. If you hold your shares in a brokerage account or through a bank or other nominee,
you will not be able to vote in person at the Annual Meeting unless you have previously requested and obtained a “legal proxy”
from your broker, bank or other nominee and present it at the Annual Meeting.
All
shares represented by your duly executed proxy/proxies received prior to the Annual Meeting will be voted at the Annual Meeting in accordance
with the instructions marked thereon or otherwise as provided therein.
If
any other business is brought before the Annual Meeting, your shares will be voted at your proxies’ discretion unless you specify
otherwise in your proxy. If you sign the proxy card(s), but do not fill in a vote, your shares will be voted in accordance with the
Board’s recommendations.
Shareholders
who execute proxy cards or record their voting instructions via telephone or the Internet may revoke their proxies at any time prior
to the time they are voted by giving written notice to the Secretary of the Funds, by delivering a subsequently dated proxy (including
via telephone or the Internet) prior to the date of the Annual Meeting or by attending and voting at the Annual Meeting. Merely attending
the Annual Meeting, however, will not revoke a previously submitted proxy.
Broker-dealers
that hold a Fund’s common shares in “street name” for the benefit of their customers will request the instructions
of such customers on how to vote their common shares on the election of the Trustees. The Funds understand that, under the rules of the
NYSE, such broker-dealers may for certain “routine” matters, without instructions from their customers, grant discretionary
authority to the proxies designated by the Board to vote if no instructions have been received prior to the date specified in the broker-dealers’
request for voting instructions. The election of Trustees at the Annual Meeting is a “routine” matter and beneficial owners
who do not provide proxy instructions or who do not return a properly executed proxy card may have their shares voted by broker-dealers
in favor of the proposal. A properly executed proxy card or other authorization by a beneficial owner of shares that does not specify
how the beneficial owner’s shares should be voted on the proposal may be deemed an instruction to vote such shares in favor of
the proposal. Broker-dealers that are not members of the NYSE may be subject to other rules, which may or may not permit them to vote
your shares without instruction. Therefore, you are encouraged to contact your broker-dealer and record your voting instructions.
| ● | Why
does this Proxy Statement list multiple closed-end funds? |
The
Funds have similar proposals and it is cost-efficient to have a joint Proxy Statement and joint Annual Meeting. In the event that any
shareholder present at the Annual Meeting objects to the holding of a joint meeting and moves for the adjournment of his or her Fund’s
meeting to a time immediately after the Annual Meeting so that each Fund’s meeting may be held separately, the persons named as
proxies will vote in favor of such adjournment. The quorum requirements for the Funds are independent. The failure of a Fund to achieve
a quorum may result in an adjournment of such Fund’s Annual Meeting but will not impact the ability of the other Fund to proceed
with its Annual Meeting if such Fund achieves a quorum. Shareholders of each Fund will vote separately on the respective proposal relating
to their Fund. In any event, an unfavorable vote on any proposal by the shareholders of one Fund will not affect the implementation of
such proposal by the other Fund if the proposal is approved by the shareholders of that Fund.
| ● | How
many shares of each Fund were outstanding as of the record date? |
At
the close of business on April 14, 2023, the Funds had the following common shares outstanding:
| Fund | |
Number of
Common
Shares
Outstanding | |
| SRV | |
| 2,183,391 | |
| NXG | |
| 2,601,714 | |
PROPOSAL
#1: ELECTION OF TRUSTEES
The
rules of the NYSE require each Fund to hold an annual meeting of shareholders to elect Trustees each fiscal year. Shareholders of the
Funds are being asked to elect Trustees in the following manner:
| (c) | With
respect to SRV: To elect the Class I Trustee nominees named in this Proxy Statement,
Mr. John H. Alban and Mr. Brian R. Bruce, to hold office until SRV’s 2026 annual meeting
or until their respective successors are elected and duly qualified. |
| (a) | With
respect to NXG: To elect the Class I Trustee nominees named in this Proxy Statement,
Mr. Brian R Bruce and Mr. Ronald P. Trout, to hold office until NXG’s 2025 annual meeting
or until their respective successors are elected and duly qualified. |
Composition
of the Board of Trustees
(a)
With Respect to SRV:
The
Trustees of SRV are classified into three classes of Trustees. Set forth below are the current classes of Trustees (assuming the nominees
named in this Proxy Statement are elected):
Class
I Trustees* |
|
Class
II Trustees** |
|
Class
III Trustee*** |
| Brian
R. Bruce |
|
Andrea
N. Mullins |
|
Ronald
P. Trout |
| John
H. Alban |
|
|
|
|
| * | The
Class I Trustees are standing for election at the Annual Meeting. |
| ** | It
is currently anticipated that the Class II Trustees will next stand for election at SRV’s 2024 annual meeting of shareholders. |
| *** | It
is currently anticipated that the Class III Trustee will next stand for election at SRV’s 2025 annual meeting of shareholders. |
(b) With
Respect to NXG:
The
Trustees of NXG are classified into two classes of Trustees. Set forth below are the current classes of Trustees (assuming the nominees
named in this Proxy Statement are elected):
|
Class
I Trustees* |
|
Class
II Trustees** |
| Brian
R. Bruce |
|
Andrea
N. Mullins |
| Ronald
P. Trout |
|
John
H. Alban |
| * | The
Class I Trustees are standing for election at the Annual Meeting. |
| ** | It
is currently anticipated that the Class II Trustees will next stand for election at NXG’s
2024 annual meeting of shareholders. |
Each
Trustee nominee, if elected at the Annual Meeting, will hold office for a term in accordance with his or her respective class or until
his or her respective successor shall have been elected and duly qualified. The other Trustees of each Fund will continue to serve under
their current terms and will stand for re-election at subsequent annual meetings of shareholders as indicated above.
Unless
authority is withheld, it is the intention of the persons named in the proxy to vote the proxy “FOR” the election of each
Trustee nominee named in this Proxy Statement. Each Trustee nominee named in this Proxy Statement has agreed to continue to serve as
a Trustee of their respective Fund if elected at the Annual Meeting. If, however, a designated Trustee nominee declines or otherwise
becomes unavailable for election, the proxy confers discretionary power on the person named therein to vote in favor of a substitute
Trustee nominee or nominees as each Fund’s Nominating and Corporate Governance Committee may select.
Certain
information concerning the Trustees and the officers of the Funds is set forth in the table below. Independent Trustees are those who
are not interested persons of (i) the Funds, (ii) the Funds’ investment adviser, Cushing® Asset Management, LP (the
“Adviser”), or (iii) a principal underwriter of the Funds and who satisfy the requirements contained in the definition
of “independent” as defined in Rule 10A-3 under the Securities Exchange Act of 1934 (the “Independent Trustees”).
Trustees
and Trustee Nominees
Name, Year of Birth and Address(1) | |
Position(s)
Held with
the Funds | |
Term of
Office(2) and
Length of
Time Served | |
Principal
Occupation(s)
During
Past
Five Years | |
Number
of
Portfolios
in Fund
Complex(3)
Overseen
by Trustee | | |
Other
Directorships/
Trusteeships
Held During
Past Five
Years |
| INDEPENDENT TRUSTEES: |
Brian R. Bruce
(1955) | |
Chair of the Board | |
NXG: since 2012
SRV: since 2007
Chair since 2023 | |
Retired. Chief Executive Officer, Hillcrest Asset Management, LLC (2008 – 2022) (registered investment adviser). | |
4 | | |
CM Advisers Family of Funds (2 series) (2003 – 2020). |
Andrea N. Mullins
(1967) | |
Trustee and Chair of Audit Committee | |
NXG: since 2021
SRV: since 2021 | |
Private Investor; Independent Contractor, SWM Advisors (2014-present). | |
4 | | |
Valued Advisers Trust (14 portfolios) (2013-present); Angel Oak Family of Funds (9 portfolios) (2019-present). |
Ronald P. Trout
(1939)* | |
Trustee and Chair of the Nominating and Corporate Governance Committee | |
NXG: since 2012
SRV: since 2007 | |
Retired. Previously, a founding partner and Senior Vice President of Hourglass Capital Management, Inc. (1989 – 2002) (investment management company). | |
4 | | |
Dorchester Minerals LP (2008 – present) (acquisition, ownership and administration of natural gas and crude oil royalty, net profits and leasehold interests in the U.S.). |
| INTERESTED TRUSTEE/TRUSTEE NOMINEE: |
John H. Alban(4)
(1963) | |
Trustee | |
NXG: since January 2023
SRV: nominee | |
Retired. Previously, Chief Executive Officer (2019-2022) and Chief Operating Officer (2010-2022) of the Adviser; Chief Executive Officer and President of funds in the Fund Complex (2021-2022).
| |
1 | | |
None. |
Jerry V. Swank(5)
(1951) | |
Trustee | |
SRV: since 2007 | |
Chairman of Swank Capital, LLC (2000 – present); Formerly Chairman and Managing Partner of the Adviser (2000-2021). | |
3 | | |
None. |
| (1) | The
business address of each current Trustee is c/o Cushing® Asset Management,
LP, 600 N. Pearl St., Suite 1205, Dallas, Texas 75201. |
| (2) | Each
Trustee is generally expected to serve a term as set forth herein under “Composition
of the Board of Trustees.” |
| (3) | The
“Fund Complex” includes each registered investment company for which the Adviser
serves as investment adviser. As of the date of this Proxy Statement, there are four funds
in the Fund Complex. |
| (4) | Mr.
Alban was appointed as a Trustee of NXG on January 27, 2023. Mr. Alban is an “interested
person” of the Funds, as defined under the 1940 Act, by virtue of his position as Chief
Executive Officer and Chief Operating Officer of the Adviser prior to November 30, 2022. |
| (5) | Mr.
Swank is a Trustee of SRV as of the Annual Meeting and has informed the Board of his intent
to resign from the Board upon the election of his successor at the Annual Meeting. Mr. Swank
is an “interested person” of the Funds, as defined under the 1940 Act, by virtue
of his position as chairman and former Managing Partner of the Adviser and ownership interest
in the Adviser. |
| * | Pursuant
to the Funds’ Independent Trustee Retirement Policy, an Independent Trustee, upon reaching
the age of 75 and upon each birth date thereafter (each, an “Applicable Date”),
will be deemed to tender an offer of retirement, which, if accepted, will become effective
upon the date of the next annual meeting of shareholders of the Funds. If the Board declines
the Independent Trustee’s offer of retirement, then the term of office of the Independent
Trustee shall continue in accordance with the term of the Class of Trustees to which the
Independent Trustee was elected or appointed, provided that the Independent Trustee will
be deemed to tender an offer of retirement upon each Applicable Date thereafter. In connection
with its consideration of the Trustee Nominees, the Board of Trustees also considered Mr.
Trout’s offer of retirement in accordance with the Independent Trustee Retirement Policy
and determined to decline Mr. Trout’s offer of retirement. |
Trustee
Qualifications
The
Board has determined that each Trustee or Trustee nominee should serve as such based on several factors (none of which alone is decisive).
Among the factors the Board considered when concluding that an individual should serve as a Trustee were the following: (i) availability
and commitment to attend meetings and perform the responsibilities of a Trustee, (ii) personal and professional background, (iii) educational
background, (iv) financial expertise, and (v) ability, judgment, attributes and expertise. In respect of each Trustee or Trustee nominee,
the individual’s professional accomplishments and prior experience, including, in some cases, in fields related to the operations
of the Funds, were a significant factor in the determination that the individual should serve as a Trustee of the Funds.
Following
is a summary of various qualifications, experiences and skills of each Trustee or Trustee nominee (in addition to business experience
during the past five years as set forth in the table above) that contributed to the Board’s conclusion that an individual should
serve on the Board. References to the qualifications, attributes and skills of each Trustee or Trustee nominee do not constitute the
holding out of any Trustee or Trustee nominee as being an expert under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the SEC.
Brian
R. Bruce. Mr. Bruce has served as a Trustee of funds in the Fund Complex since 2007. Mr. Bruce served as Chair of the Audit Committee
of funds in the Fund Complex from 2007 to 2017. Mr. Bruce served as Lead Independent Trustee from 2017 to 2023, and since January 2023
has served as Chair of the Board. Through his experience as a Trustee of funds in the Fund Complex and certain other registered investment
companies, as a former professor at Southern Methodist University’s Cox School of Business and former Director of the ENCAP Investments
& LCM Group Alternative Asset Management Center and as a chief executive officer, and formerly chief investment officer, of investment
management firms, Mr. Bruce is experienced in financial, accounting, regulatory and investment matters.
Andrea
N. Mullins. Ms. Mullins has served as a Trustee of funds in the Fund Complex since 2021 and since 2021 has served as Chair of the
Audit Committee. Ms. Mullins has served as a trustee of a family of investment companies since 2013. Through her experience as a Trustee
of funds in the Fund Complex and Chair of the Audit Committee of funds in the Fund Complex and her former positions in senior financial
roles at asset management companies, her service as a trustee of other investment companies, including as a member of the audit and pricing
committees and her experience as an independent contractor with a registered investment adviser, Ms. Mullins is experienced in financial,
accounting, regulatory and investment matters.
Ronald
P. Trout. Mr. Trout has served as a Trustee of funds in the Fund Complex since 2007. Through his experience as a Trustee of and Chair
of the Nominating and Corporate Governance Committee of funds in the Fund Complex, as founding partner and senior vice president of an
investment management firm and his service on the board of a publicly traded natural resources company, Mr. Trout is experienced in financial,
regulatory and investment matters.
John
H. Alban. Mr. Alban has served as a Trustee of a fund in the Fund Complex since January 2023. Through his former positions as the
Chief Executive Officer of the Adviser from 2019-2022 and as Chief Operating Officer of the Adviser from 2010-2019 and his experience
as Chief Executive Officer and President of funds in the Fund complex from 2021-2022, Mr. Alban is experienced in financial, regulatory
and investment matters.
Board’s
Leadership Structure
The
primary responsibility of the Board is to represent the interests of the Funds and to provide oversight of the management of the Funds.
The Funds’ day-to-day operations are managed by the Adviser and other service providers who have been approved by the Board. The
Board is currently comprised of four Trustees, three of whom are classified under the 1940 Act as “non-interested” persons
of the Funds and one of whom is classified as an “interested person” of the Funds. Generally, the Board acts by majority
vote of all the Trustees, including a majority vote of the Independent Trustees, if required by applicable law.
An
Independent Trustee, Mr. Brian R Bruce, currently serves as Chair of the Board. The Chair of the Board presides at meetings of the Board
and acts as a liaison with service providers, officers, attorneys and other Trustees generally between meetings, and performs such other
functions as may be requested by the Board from time to time.
The
Board meets regularly four times each year to discuss and consider matters concerning the Funds, and also holds special meetings to address
matters arising between regular meetings. Regular meetings generally take place in-person; other meetings may take place in-person or
by telephone. The Independent Trustees are advised by independent legal counsel and regularly meet outside the presence of management.
The
Trustees have determined that the efficient conduct of the Trustees’ affairs makes it desirable to delegate responsibility for
certain specific matters to committees of the Board. The committees meet as often as necessary, either in conjunction with regular meetings
of the Board or otherwise. The committees of the Board are the Audit Committee and the Nominating and Corporate Governance Committee.
The functions and role of each Committee are described below under “Board Committees.” The membership of each Committee consists
of all of the Independent Trustees, which the Board believes allows them to participate in the full range of the Board’s oversight
duties.
The
Board has determined that this leadership structure, including a Chair of the Board who is an Independent Trustee, a supermajority of
Independent Trustees and committee membership limited to Independent Trustees, is appropriate in light of the characteristics and circumstances
of the Funds. In reaching this conclusion, the Board considered, among other things, the role of the Adviser in the day-to-day management
of the Funds’ affairs, the extent to which the work of the Board will be conducted through the committees, the projected net assets
of the Funds and the management, distribution and other service arrangements of the Funds. The Board also believes that its structure,
including the presence of one Interested Trustee who is or was previously an executive officer of the Adviser, facilitates an efficient
flow of information concerning the management of the Funds to the Independent Trustees.
Board’s
Role in Risk Oversight
The
Funds have retained the Adviser to provide investment advisory services and certain administrative services. The Adviser is primarily
responsible for the management of risks that may arise from the Funds’ investments and operations. Certain employees of the Adviser
serve as the Funds’ officers, including the Funds’ President, Chief Executive Officer, Secretary and Chief Financial Officer.
The Board oversees the performance of these functions by the Adviser, both directly and through the Committee structure the Board has
established. The Board receives from the Adviser reports on a regular and as-needed basis relating to the Funds’ investment activities
and to the actual and potential risks of the Funds, including reports on investment risks, compliance with applicable laws, and the Funds’
financial accounting and reporting. In addition, the Board meets periodically with the portfolio managers of each Fund to receive reports
regarding the portfolio management of each Fund and its performance and investment risks.
In
addition, the Board has appointed a Chief Compliance Officer (“CCO”). The CCO oversees the development of compliance
policies and procedures of the Funds that are reasonably designed to minimize the risk of violations of the federal securities laws (“Compliance
Policies”). The CCO reports directly to the Independent Trustees and provides presentations to the Board at its quarterly meetings
and an annual report on the application of the Compliance Policies. The Board discusses relevant risks affecting the Funds with the CCO
at these meetings. The Board has approved the Compliance Policies and reviews the CCO’s reports. Further, the Board annually reviews
the sufficiency of the Compliance Policies, as well as the appointment and compensation of the CCO.
Officers
of the Funds
The
following information relates to the executive officers of the Funds who are not Trustees. Fund officers receive no compensation from
the Funds but may also be officers or employees of the Adviser and may receive compensation in such capacities.
Name,
Year of Birth and Address(1)
|
|
Position(s)
Held
with the Funds |
|
Term
of Office
and Length of
Time Served(2) |
|
Principal
Occupation(s) During Past Five Years |
Mark
Rhodes
(1958) |
|
Chief
Executive Officer and President |
|
Officer
since 2022 |
|
Chief
Executive Officer (“CEO”) (2022– Present) and President of the Adviser (2022 – Present). Previously, Principal
of Focal Point Consulting Practice (2020-2022); Managing Director of Bank of American Merrill Lynch (2015-2021); Reginal Managing
Director of J.P. Morgan (2008-2015). |
Blake
R. Nelson
(1986) |
|
Chief
Financial Officer and Treasurer |
|
Officer
since 2021 |
|
Chief
Financial Officer (2021-present) and Controller (2013-2021) of the Adviser. Previously, fund accountant at JD Clark & Company
(2011-2013). Mr. Nelson is a Certified Public Accountant. |
Mathew
J. Calabro
(1966) |
|
Chief
Compliance Officer |
|
Officer
since 2021 |
|
Chief
Compliance Officer of the Adviser and funds in the fund complex (2021-present); Executive Director, Compliance Services at Confluence
Technologies (2022-present); Director of Institutional Manager Services at Ascendant Compliance Management, LLC (a subsidiary of
Confluence Technologies) (2016-2022). |
| (1) | The
business address of each officer is c/o Cushing® Asset Management, LP, 600
N. Pearl St., Suite 1205, Dallas, Texas 75201. |
| (2) | Term
of office is at the discretion of the Board or until a successor has been duly elected and
qualified. The year set forth above is the earliest year in which the officer was appointed
as an officer of any Fund. |
Board
Committees
The
Trustees have determined that it is desirable to delegate responsibility for certain specific matters to committees of the Board. The
committees meet as often as necessary, either in conjunction with regular meetings of the Trustees or otherwise. Currently, the two committees
of the Board are the Audit Committee and the Nominating and Corporate Governance Committee.
Audit
Committee
The
Audit Committee is charged with selecting a firm of independent registered public accountants for the Funds and reviewing accounting
matters with the accountants.
The
Audit Committee is comprised of all of the Independent Trustees: Andrea N. Mullins (Chair), Brian R. Bruce and Ronald P. Trout. The Board
has determined that Ms. Mullins is an audit committee financial expert and is independent for the purpose of the definition of audit
committee financial expert as applicable to the Funds.
The
report of the Audit Committee is set forth in Appendix A to this Proxy Statement.
The
Audit Committee is governed by a written charter. A copy of the Audit Committee charter is available on the Funds’ website at www.cushingcef.com.
The
Audit Committee’s Pre-Approval Policies and Procedures
In
accordance with the adopted pre-approval policies and procedures, the Audit Committee has pre-approved all audit and non-audit services
provided to the Funds by their independent registered public accounting firm. The Audit Committee has delegated to the Chair of the Audit
Committee, either acting alone or acting together with any other member of the Audit Committee, the authority to pre-approve any audit
or permissible non-audit services, provided, however, that the Chair of the Audit Committee remains responsible for reporting any pre-approvals
granted to the full Audit Committee at its next scheduled meeting.
Pre-approval
by the Audit Committee of any permissible non-audit services is not, however, required so long as: (i) the aggregate amount of all such
permissible non-audit services provided to a Fund constitutes not more than 5% of the total amount of revenues paid by the Fund to its
independent registered public accounting firm during the fiscal year in which the permissible non-audit services are provided; (ii) the
permissible non-audit services were not recognized by a Fund at the time of the engagement to be non-audit services; and (iii) such services
are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit by the Audit Committee
or the Chair.
During
the fiscal year ended November 30, 2022, all non-audit services provided by the Funds’ independent registered public accounting
firm to the Adviser, or any entity controlling, controlled by, or under common control with the Adviser, were pre-approved by each Funds’
Audit Committee. For more information about the Funds’ independent registered public accounting firm, see “Additional Information
— Independent Auditors.”
The
Nominating and Corporate Governance Committee
The
purposes of the Nominating and Corporate Governance Committee are to review and make recommendations on the composition of the Board,
develop and make recommendations to the Board regarding corporate governance matters and practices, and review and make recommendations
to the Board with respect to any compensation to be paid to certain persons including the CCO of the Funds and the Independent Trustees.
The Nominating and Corporate Governance Committee is composed of all of the Independent Trustees: Ronald P. Trout (Chair), Brian R. Bruce
and Andrea N. Mullins.
As
part of its duties, the Nominating and Corporate Governance Committee makes recommendations to the full Board with respect to candidates
for the Board. The Nominating and Corporate Governance Committee will consider trustee candidates recommended by shareholders. In considering
candidates submitted by shareholders, the Nominating and Corporate Governance Committee will take into consideration the needs of the
Board and the qualifications of the candidate. The Nominating and Corporate Governance Committee may also take into consideration the
number of shares held by the recommending shareholder and the length of time that such shares have been held. To have a candidate considered
by the Nominating and Corporate Governance Committee, a shareholder must submit the recommendation in writing and must include:
| ● | The
name of the shareholder and evidence of the person’s ownership of shares of a Fund,
including the number of shares owned and the length of time of ownership; and |
| ● | The
name of the candidate, the candidate’s resume or a listing of his or her qualifications
to be a Trustee of the Funds and the person’s consent to be named as a Trustee if selected
by the Nominating and Corporate Governance Committee and nominated by the Board. |
The
shareholder recommendation and information described above must be sent to the Secretary of the Funds, c/o Cushing® Asset
Management, LP, 600 N. Pearl St., Suite 1205, Dallas, Texas 75201 and must be received by the Secretary not less than 120 days prior
to the anniversary date of the Funds’ most recent annual meeting of shareholders. The Nominating and Corporate Governance Committee
believes that the minimum qualifications for serving as a Trustee of the Funds are that a candidate demonstrates, by significant accomplishment
in his or her field, an ability to make a meaningful contribution to the Board’s oversight of the business and affairs of the Funds
and has an impeccable record and reputation for honest and ethical conduct in both his or her professional and personal activities. In
addition, the Nominating and Corporate Governance Committee examines a candidate’s specific experiences and skills, time availability
in light of other commitments, potential conflicts of interest and independence from the Adviser and the Funds. The Nominating and Corporate
Governance Committee does not have a formal policy regarding the consideration of diversity in identifying trustee candidates. For a
discussion of experiences, qualifications, attributes or skills supporting the appropriateness of each Trustee’s service on the
Board, see the biographical information of the Trustees above in the section entitled “Trustees and Trustee Nominees.”
The
Nominating and Corporate Governance Committee is governed by a written charter. A copy of the Nominating and Corporate Governance Committee
charter is available on the Funds’ website at www.cushingcef.com.
Shareholder
Communications to the Trustees
Shareholders
and other interested parties may contact the Board or any member of the Board by mail. To communicate with the Board or any member of
the Board, correspondence should be addressed to the Board or the Board members with whom you wish to communicate by either name or title.
All such correspondence should be sent c/o the Secretary of the Funds c/o Cushing® Asset Management, LP, at 600 N.
Pearl St., Suite 1205, Dallas, Texas 75201.
Beneficial
Ownership of Securities
The
following table provides information concerning the dollar range of each Fund’s equity securities owned by each Trustee or Trustee
nominee and the aggregate dollar range of securities owned in the Cushing Funds Complex by each Trustee as of March 1, 2023:
Trustee | |
SRV | |
NXG | |
Aggregate(1) |
| Independent Trustees: | |
| |
| |
|
| Brian R. Bruce | |
$10,001-$50,000 | |
None | |
$10,001-$50,000 |
| Andrea N. Mullins | |
None | |
None | |
None |
| Ronald P. Trout | |
$1-$10,000 | |
None | |
$1-$10,000 |
| Interested Trustee/ Trustee Nominee: | |
| |
| |
|
| Jerry V. Swank(2) | |
Over $100,000 | |
$50,001-$100,000 | |
Over $100,000 |
| John H. Alban | |
None | |
$10,001-$50,000 | |
$10,001-$50,000 |
| (1) | As
of March 1, 2023, the family of registered investment companies consisted of four funds |
| (2) | Includes
shares owned directly and indirectly. Prior to each Fund’s initial public offering, an affiliate of the Adviser purchased shares
of each Fund in order to provide over $100,000 of net capital as required by the 1940 Act. Mr. Swank may be deemed to be a beneficial
owner of the Funds’ shares by virtue of his control over the Adviser and the affiliate that purchased the shares. |
As
of March 1, 2023, each Trustee or Trustee nominee and officer and the Trustees, Trustee nominees and officers of each Fund as a group
owned less than 1% of the outstanding Shares of each Fund.
Board
Meetings
It
is the Funds’ policy to encourage Trustees to attend annual meetings. Four meetings of the Board of the Funds were held during
the fiscal year ended November 30, 2022.
One
meeting of the Audit Committee and two meetings of the Nominating and Corporate Governance Committee were held during the fiscal year
ended November 30, 2022.
During
the fiscal year ended November 30, 2022, each Trustee attended all regular meetings of the Board and all meetings of all committees of
the Board on which the Trustee served.
Trustee
Compensation
The
following table provides information regarding compensation of the Trustees or Trustee nominees of each Fund and for the Cushing Funds
Complex, each for the fiscal year ended November 30, 2022. Officers of the Funds do not receive any compensation from the Funds.
The Trustees do not receive any pension or retirement benefits from the Cushing Funds Complex.
| Trustee | |
SRV | | |
NXG | | |
Total Paid to Trustees by Cushing Funds Complex(1) | |
| Independent Trustees: | |
| | |
| | |
| |
| Brian R. Bruce | |
| 30,119 | | |
| 47,767 | | |
$ | 94,000 | |
| Andrea N. Mullins | |
| 30,119 | | |
| 47,767 | | |
$ | 94,000 | |
| Ronald P. Trout | |
| 30,119 | | |
| 47,767 | | |
$ | 94,000 | |
| Interested Trustee/Trustee Nominee: | |
| | | |
| | | |
| | |
| Jerry V. Swank | |
| None | | |
| None | | |
| None | |
| John H. Alban | |
| N/A | | |
| N/A | | |
| N/A | |
| (1) | The
“Fund Complex” includes each registered investment company for which the Adviser
serves as investment adviser. As of the date of this proxy statement, there were four funds
in the Fund Complex. |
Required
Vote
The
affirmative vote of a plurality of the shares present in person or by proxy at the Annual Meeting at which a quorum (i.e., one-third
of the outstanding shares of each Fund entitled to vote at the Annual Meeting) is present is necessary to approve the Election of the
Trustees.
THE
BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE TRUSTEE NOMINEES NAMED IN THIS
PROXY STATEMENT FOR YOUR FUND.
ADDITIONAL
INFORMATION
Further
Information About Voting and the Annual Meeting
One-third
of the outstanding shares of each Fund entitled to vote at the Annual Meeting shall constitute a quorum at the Annual Meeting with respect
to such Fund for purposes of conducting business at the Annual Meeting.
The
Board has fixed the close of business on April 14, 2023 as the record date for the determination of shareholders of each Fund entitled
to notice of, and to vote at, the Annual Meeting. Shareholders of each Fund on that date will be entitled to one vote on each matter
to be voted on for each share held and a fractional vote with respect to each fractional share with no cumulative voting rights.
Abstentions
or votes withheld will be counted as shares present at the Annual Meeting for purposes of a quorum, but will not affect the result of
the vote on the Election of the Trustees. “Broker non-votes” (i.e., shares held by brokers or nominees as to which
(i) instructions have not been received from the beneficial owner or the persons entitled to vote and (ii) the broker does not have discretionary
voting power on a particular matter) will be counted as shares present for purposes of a quorum, but will not be considered entitled
to vote with respect to the Election of the Trustees. Broker non-votes, therefore, will not count as “For” or “Against”
the Election of the Trustees. Abstentions and broker non-votes will have the same effect as shares voted against a proposal, which can
have the effect of causing shareholders who choose not to participate in the proxy vote to prevail over shareholders who cast votes or
provide voting instructions to their brokers or nominees. In order to prevent this result, the Funds may request that selected brokers
or nominees refrain from returning proxies on behalf of shares for which voting instructions have not been received from beneficial owners
or persons entitled to vote. The Funds also may request that selected brokers or nominees return proxies on behalf of shares for which
voting instructions have not been received if doing so is necessary to obtain a quorum.
Instructions
regarding how to vote via telephone or the Internet are included on the enclosed proxy card. The required control number for telephone
and Internet voting is printed on the enclosed proxy card. The control number is used to match proxy cards with shareholders’ respective
accounts and to ensure that, if a shareholder executed multiple proxy cards with respect to shares of a Fund, such shares are voted in
accordance with the proxy card bearing the latest date.
If
you wish to attend the Annual Meeting and vote in person, you will be able to do so. If you intend to attend the Annual Meeting in person
and you are a record holder of a Fund’s shares, in order to gain admission you will be required to show photographic identification,
such as your driver’s license. If you intend to attend the Annual Meeting in person and you hold your shares through a bank, broker
or other custodian, in order to gain admission you will be required to show photographic identification, such as your driver’s
license, and satisfactory proof of ownership of shares of a Fund, such as your voting instruction form (or a copy thereof) or broker’s
statement indicating ownership as of a recent date. If you hold your shares in a brokerage account or through a bank or other nominee,
you will not be able to vote in person at the Annual Meeting unless you have previously requested and obtained a “legal proxy”
from your broker, bank or other nominee and present it at the Annual Meeting.
All
shares represented by properly executed proxies received prior to the Annual Meeting will be voted at the Annual Meeting in accordance
with the instructions marked thereon or otherwise as provided therein. If any other business is brought before the Annual Meeting, your
shares will be voted at the proxies’ discretion. If you sign the proxy card, but do not fill in a vote, your shares will be
voted in accordance with the Board’s recommendation.
Shareholders
who execute proxy cards or record their voting instructions via telephone or the Internet may revoke their proxies at any time prior
to the time they are voted by giving written notice to the Secretary of the Funds, by delivering a subsequently dated proxy (including
via telephone or the Internet) prior to the date of the Annual Meeting or by attending and voting at the Annual Meeting. Merely attending
the Annual Meeting, however, will not revoke a previously submitted proxy.
The
Funds currently intend to hold the Annual Meeting in person. However, the Funds continue to actively monitor public health considerations
regarding the coronavirus (COVID-19) pandemic. The Funds are sensitive to the public health and travel protocols that federal, state
and local governments and health officials may impose or recommend. In the event that the Funds determine it is not possible or advisable
to hold the Annual Meeting in person, the Funds will publicly announce alternative arrangements for the meeting as promptly as practicable
before the Annual Meeting, which may include holding the Annual Meeting solely by means of remote communication (i.e., a virtual-only
Annual Meeting). Please monitor the Funds’ website (www.cushingcef.com) for updated information. If you are planning to attend
the Annual Meeting in person, please check the Funds’ website prior to the meeting date.
Discretionary
Voting
Broker-dealers
that hold a Fund’s common shares in “street name” for the benefit of their customers and clients will request the instructions
of such customers and clients on how to vote their common shares on the Election of the Trustees. The Funds understand that, under the
rules of the NYSE, such broker-dealers may for certain “routine” matters, without instructions from their customers and clients,
grant discretionary authority to the proxies designated by the Board to vote if no instructions have been received prior to the date
specified in the broker-dealers’ request for voting instructions. The election of Trustees at the Annual Meeting is a “routine”
matter and beneficial owners who do not provide proxy instructions or who do not return a proxy card may have their shares voted by broker-dealers
in favor of the proposal. A properly executed proxy card or other authorization by a beneficial owner of shares that does not specify
how the beneficial owner’s shares should be voted on the proposal may be deemed an instruction to vote such shares in favor of
the proposal. Broker-dealers that are not members of the NYSE may be subject to other rules, which may or may not permit them to vote
your shares without instruction. Therefore, you are encouraged to contact your broker-dealer and record your voting instructions.
Proxy
Solicitation
The
Funds have retained Georgeson LLC to assist in the solicitation of proxies. The Funds will pay the costs of the proxy solicitation and
the expenses incurred in connection with preparing, printing and mailing the Proxy Statement and its enclosures. Each Fund pays a pro
rata portion (based on respective net assets) of such costs and expenses.
The
Funds’ officers and employees of the Adviser (none of whom will receive additional compensation therefor) may solicit proxies by
telephone, mail, e-mail and personal interviews. Brokerage houses, banks and other fiduciaries may be requested to forward proxy solicitation
material to their principals to obtain authorization for the execution of proxies, and will be reimbursed by the Funds for such out-of-pocket
expenses.
Investment
Adviser
Cushing®
Asset Management, LP, acts as each Fund’s investment adviser. The Adviser is responsible for making investment decisions
with respect to the investment of each Fund’s assets. The Adviser is located at 600 N. Pearl St., Suite 1205, Dallas, Texas 75201.
Administrator
U.S. Bancorp
Fund Services, LLC, located at 811 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, serves as the Funds’ administrator.
Independent
Auditors
Ernst &
Young LLP (“Ernst & Young”) has been selected as the Funds’ independent registered public accounting
firm by the Audit Committee and ratified by a majority of each Fund’s Board, including a majority of the Independent Trustees,
to audit the accounts of the Funds for and during the fiscal year ended November 30, 2023. Representatives of Ernst & Young
are not expected to attend the Annual Meeting. The Funds do not know of any direct or indirect financial interest of Ernst &
Young in the Funds.
Audit
Fees
For
each Fund’s two most recently completed fiscal years, the aggregate fees billed to each Fund by Ernst & Young for professional
services rendered for the audit of such Fund’s annual financial statements are set forth on Annex A. All of the audit services
for the fiscal years ended November 30, 2021 and November 30, 2022 were approved by the Audit Committee in accordance with its pre-approval
policies and procedures.
Audit-Related
Fees
For
each Fund’s two most recently completed fiscal years, the aggregate fees billed to each Fund by Ernst & Young for assurance
and related services reasonably related to the performance of the audit of such Fund’s annual financial statements are set forth
on Annex A. All of the audit-related services for the fiscal years ended November 30, 2021 and November 30, 2022 were approved
by the Audit Committee in accordance with its pre-approval policies and procedures.
Tax
Fees
For
each Fund’s two most recently completed fiscal years, the aggregate fees billed by Ernst & Young and approved by the Audit
Committee of each Fund for professional services rendered for tax compliance, tax advice, and tax planning are set forth on Annex
A.
All
of the tax services for the fiscal years ended November 30, 2021 and November 30, 2022 were approved by the Audit Committee in accordance
with its pre-approval policies and procedures. Ernst & Young did not perform any other tax compliance or tax planning services or
render any tax advice that were required to be approved by the Funds’ Audit Committee for such fiscal periods.
All
Other Fees
There
were no fees billed by Ernst & Young for the fiscal years ended November 30, 2021 and November 30, 2022 for services rendered
to the Funds other than audit, audit-related and tax services.
Aggregate
Non-Audit Fees
For
each Fund’s two most recently completed fiscal years, the aggregate non-audit fees billed by Ernst & Young for services
rendered to each Fund, the Adviser, and any entity controlling, controlled by or under common control with the Adviser that provides
ongoing services to a Fund that directly related to the operations and financial reporting of the Fund are set forth on Annex A.
Principal
Shareholders
As
of April 14, 2023, to the knowledge of each Fund, no person beneficially owned more than 5% of the voting securities of the one class
of securities of each Fund, except as set forth below:
| Fund | |
Shareholder Name and Address | |
Class of Shares | |
Share Holdings | | |
Percentage Owned | |
| SRV | |
Morgan Stanley(1) | |
Common Shares | |
| 129,914 | | |
| 6.00 | % |
| | |
1585 Broadway | |
| |
| | | |
| | |
| | |
New York, NY 10036 | |
| |
| | | |
| | |
| | |
| |
| |
| | | |
| | |
| | |
Phillip Goldstein(2) | |
Common Shares | |
| 120,623 | | |
| 5.52 | % |
| | |
Andrew Dakos | |
| |
| | | |
| | |
| | |
250 Pehle Ave. Suite 708 | |
| |
| | | |
| | |
| | |
Saddle Brook, NJ 07663 | |
| |
| | | |
| | |
| | |
| |
| |
| | | |
| | |
| NXG | |
First Trust Portfolios L.P.(3) | |
Common Shares | |
| 194,863 | | |
| 7.49 | % |
| | |
First Trust Advisors L.P. | |
| |
| | | |
| | |
| | |
The Charger Corporation | |
| |
| | | |
| | |
| | |
120 East Liberty Drive, Suite 400 | |
| |
| | | |
| | |
| | |
Wheaton, IL 60187 | |
| |
| | | |
| | |
| | |
| |
| |
| | | |
| | |
| | |
Raymond James & Associates, Inc.(4) | |
Common Shares | |
| 140,318 | | |
| 5.39 | % |
| | |
800 Carillon Parkway | |
| |
| | | |
| | |
| | |
St. Petersburg, FL 33716 | |
| |
| | | |
| | |
| (1) | Based
on Schedule 13G/A filed on February 9, 2023. |
| (2) | Based
on Schedule 13G filed on February 13, 2023. |
| (3) | Based
on Schedule 13G/A filed on January 20, 2023. |
| (4) | Based
on Schedule 13G filed on February 9, 2023. |
Delaware
Statutory Trust Act – Control Share Acquisitions
Because
each Fund is organized as a Delaware statutory trust, it is subject to the control share acquisition statute (the “Control Share
Statute”) contained in Subchapter III of the Delaware Statutory Trust Act (the “DSTA”), which became automatically
applicable to listed closed-end funds, such as the Funds, upon its effective date of August 1, 2022 (the “Effective Date”).
The
Control Share Statute provides for a series of voting power thresholds above which shares are considered control shares. The first such
threshold is 10% or more, but less than 15%, of all voting power. Voting power is defined by the Control Share Statute as the power to
directly or indirectly exercise or direct the exercise of the voting power of Fund shares in the election of Trustees. Whether a voting
power threshold is met is determined by aggregating the holdings of the acquirer as well as those of its “associates,” as
defined by the Control Share Statute.
Once
a threshold is reached, an acquirer has no voting rights under the DSTA or the governing documents of a Fund with respect to shares acquired
in excess of that threshold (i.e., the “control shares”) unless approved by shareholders or exempted by the Board of Trustees.
Approval by shareholders requires the affirmative vote of two-thirds of all votes entitled to be cast on the matter, excluding shares
held by the acquirer and its associates as well as shares held by certain insiders of a Fund. The Control Share Statute provides procedures
for an acquirer to request a shareholder meeting for the purpose of considering whether voting rights shall be accorded to control shares.
Further approval by a Fund’s shareholders would be required with respect to additional acquisitions of control shares above the
next applicable threshold level.
The
Control Share Statute effectively allows non-interested shareholders to evaluate the intentions and plans of an acquiring person above
each threshold level.
Alternatively,
the Board of Trustees is permitted, but not obligated, to exempt specific acquisitions or classes of acquisitions of control shares,
either in advance or retroactively. As of the date hereof, the Board of Trustees of the Funds has not exempted, and has no present intention
to exempt, any acquisition or class of acquisitions.
The
Control Share Statute does not retroactively apply to acquisitions of shares that occurred prior to the Effective Date. However, such
shares will be aggregated with any shares acquired after the Effective Date for purposes of determining whether a voting power threshold
is exceeded, resulting in the newly acquired shares constituting control shares.
The
Control Share Statute requires shareholders to disclose to a Fund any control share acquisition within 10 days of such acquisition and,
upon request, to provide any information that the Board of Trustees reasonably believes is necessary or desirable to determine whether
a control share acquisition has occurred.
The
foregoing is only a summary of certain aspects of the Control Share Statute. Shareholders should consult their own legal counsel to determine
the application of the Control Share Statute with respect to their shares of the Funds and any subsequent acquisitions of shares.
Important
Notice Regarding Internet Availability of Proxy Materials for Annual Meeting to be held on May 23, 2023
This
Proxy Statement, each Fund’s most recent Annual Report, the form of proxy and the Notice of Annual Meeting (the “Proxy
Materials”) are available to you on the internet at https://www.proxy-direct.com/cus-33296. These Proxy Materials will be available
on the internet through the day of the Annual Meeting.
Each
Fund will furnish to any shareholder, without charge, a copy of such Fund’s most recent annual report to shareholders upon request.
Requests should be directed to the Funds, c/o Cushing Asset Management, LP, 600 N. Pearl St., Suite 1205, Dallas, Texas 75201, (888)
777-2346.
Delinquent
Section 16(a) Reports
Section 16(a)
of the Securities Exchange Act of 1934 and Section 30(h) of the 1940 Act require each Fund’s officers and Trustees, the Adviser,
affiliated persons of the Adviser, and persons who beneficially own more than ten percent of a Fund’s shares to file certain reports
of ownership (“Section 16 filings”) with the SEC and the NYSE. Based upon each Fund’s review of the copies
of such forms effecting the Section 16 filings received by it, each Fund believes that for its most recently completed fiscal year,
all filings applicable to such persons were completed and timely filed, except that (i) the initial Form 3 filed on behalf of Mathew
Calabro for each Fund, upon his appointment as Chief Compliance Officer of each Fund, reporting no securities of each Fund beneficially
owned, was not filed in a timely manner; (ii) the initial Form 3 filed on behalf of Mark Rhodes for each Fund, upon his appointment as
Chief Executive Officer and President of each Fund, reporting no securities of each Fund beneficially owned, was not filed in a timely
manner; (iii) the initial Form 3 filed on behalf of Todd Sunderland for each Fund, upon his appointment as Chief Compliance Officer of
the Adviser, reporting no securities of each Fund beneficially owned, was not filed in a timely manner; (iv) the initial Form 3 filed
on behalf of Saket Kumar for NXG, upon his appointment as a portfolio manager of NXG, reporting no securities of NXG beneficially owned,
was not filed in a timely manner; (v) the initial Form 3 filed on behalf of Alex Palma for NXG, upon his appointment as a portfolio manager
of NXG, reporting no securities of NXG beneficially owned, was not filed in a timely manner; (v) the initial Form 3 filed on behalf of
Hari Kusumakar for NXG, upon his appointment as a portfolio manager of NXG, reporting no securities of NXG beneficially owned, was not
filed in a timely manner; and (vi) the initial Form 3 filed on behalf of John M. Musgrave for each Fund, upon his appointment as a portfolio
manager of SRV and a managing partner of the Adviser, reporting no securities of each Fund beneficially owned, was not filed in a timely
manner.
Privacy
Principles of the Funds
In
order to conduct its business, each Fund collects and maintains certain nonpublic personal information about its shareholders of record
with respect to their transactions in shares of the Fund’s securities. This information includes the shareholder’s address,
tax identification or Social Security number, share balances, and dividend elections. The Funds do not collect or maintain personal information
about shareholders whose share balances of our securities are held in “street name” by a financial institution such as a
bank or broker.
The
Funds do not disclose any nonpublic personal information about you, other shareholders or former shareholders to third parties unless
necessary to process a transaction, service an account, or as otherwise permitted by law.
To
protect your personal information internally, the Funds restrict access to nonpublic personal information about their shareholders to
those employees who need to know that information to provide services to our shareholders. The Funds also maintain certain other safeguards
to protect your nonpublic personal information.
Deadline
for Shareholder Proposals
The
deadline for submitting shareholder proposals for inclusion in a Fund’s proxy statement and form of proxy for each Fund’s
annual meeting of shareholders in 2024 is December 23, 2023. Any shareholder proposal that is intended to be presented at such annual
meeting, but not submitted for inclusion in a Fund’s proxy statement and form of proxy in accordance with the foregoing sentence,
must be received by the Fund’s Secretary at the address indicated on the first page of this Proxy Statement no earlier than December
23, 2023 and no later than January 22, 2024. Any such proposal received after such date will be considered untimely and will be excluded
from consideration at the next annual meeting in accordance with each Fund’s advance notice By-Law. The mere submission of a proposal
or notice of proposal by a shareholder does not guarantee that such proposal will be included in the proxy statement or otherwise considered
at such annual meeting because certain federal rules and a Fund’s advance notice By-Law, respectively, must be complied with before
consideration of the proposal is required.
Other
Matters
The
management of the Funds knows of no other matters which are to be brought before the Annual Meeting. However, if any other matters not
now known properly come before the Annual Meeting, it is the intention of the persons named in the enclosed form of proxy to vote such
proxy in accordance with their judgment on such matters.
Adjournment
In
the event a quorum is present at the Annual Meeting but sufficient votes to elect the Trustee nominees are not received, proxies (including
broker non-votes) would vote in favor of one or more adjournments of the Annual Meeting with respect to such item(s) of business to permit
further solicitation of proxies, provided they determine that such an adjournment and additional solicitation is reasonable and in the
interest of shareholders based on a consideration of all relevant factors, including the nature of the relevant proposal, the percentage
of votes then cast, the percentage of the negative votes cast, the nature of the proposed solicitation activities and the nature of the
reasons for such further solicitation.
April
21, 2023
ANNEX
A
Audit
Fees, Audit-Related Fees, Tax Fees and All Other Fees to Independent Registered Public Accountants
Each
Fund has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the
past two fiscal years. “Audit services” refer to performing an audit of the Fund’s annual financial statements or services
that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.
“Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related
to the performance of the audit. “Tax services” refer to professional services rendered by the principal accountant for tax
compliance, tax advice, and tax planning. There were no “Other services” provided by the principal accountant. The following
table details the aggregate fees billed or expected to be billed for each of the last two fiscal years for audit fees, audit-related
fees, tax fees and other fees by the principal accountant.
The
audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit
services of the registrant, including services provided to any entity affiliated with the registrant. No portion of the fees billed by
Ernst & Young applicable to non-audit services were approved pursuant to waiver of pre-approval requirements.
Fiscal
Year ended November 30, 2022
| | |
| | |
Non-Audit Fees | | |
| |
| Fund | |
Audit Fees | | |
Audit
Related | |
Tax | | |
Others | |
Total
Non-Audit | | |
Total | |
| SRV | |
$ | 69,700 | | |
None | |
$ | 19,000 | | |
None | |
$ | 19,000 | | |
$ | 88,700 | |
| NXG | |
$ | 71,200 | | |
None | |
$ | 19,500 | | |
None | |
$ | 19,500 | | |
$ | 90,700 | |
Fiscal
Year ended November 30, 2021
| | |
| | |
Non-Audit Fees | | |
| |
| Fund | |
Audit Fees | | |
Audit
Related | |
Tax | | |
Others | |
Total
Non-Audit | | |
Total | |
| SRV | |
$ | 66,500 | | |
None | |
$ | 19,500 | | |
None | |
$ | 19,500 | | |
$ | 86,000 | |
| NXG | |
$ | 69,000 | | |
None | |
$ | 19,500 | | |
None | |
$ | 19,500 | | |
$ | 88,500 | |
The
following table indicates the total non-audit fees billed by the Fund’s principal accountant for services to the Funds and to the
Adviser and any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Funds.
The audit committee has considered whether the provision of non-audit services that were rendered to the Adviser is compatible with maintaining
the principal accountant’s independence and has concluded that the provision of such non-audit services by the accountant has not
compromised the accountant’s independence.
| | |
SRV | | |
NXG | |
| Fiscal Year ended November 30, 2022 | |
$ | 19,000 | | |
$ | 19,500 | |
| Fiscal Year ended November 30, 2021 | |
$ | 19,500 | | |
$ | 19,500 | |
APPENDIX
A
REPORT
OF THE AUDIT COMMITTEE OF
THE CUSHING® MLP & INFRASTRUCTURE TOTAL RETURN FUND
NXG NEXTGEN INFRASTRUCTURE FUND
The
Audit Committee (the “Committee”) of the Funds oversees each Fund’s accounting and financial reporting processes and
the audits of each Fund’s financial statements. Management is responsible for the preparation, presentation and integrity of each
Fund’s financial statements, each Fund’s accounting and financial and reporting principles and internal controls and procedures
designed to assure compliance with accounting standards and applicable laws and regulations. In fulfilling its oversight responsibilities,
the Committee reviewed the audited financial statements in each Fund’s Annual Report dated November 30, 2022 with management including
a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and
the clarity of disclosures in the financial statements.
In
the performance of its oversight function, the Committee has considered and discussed each Fund’s November 30, 2022 audited financial
statements with management and with Ernst & Young LLP (“Ernst & Young”), each Fund’s independent registered
public accounting firm. The Committee has also discussed with Ernst & Young the matters required to be discussed by AS 1301 issued
by the Public Company Accounting Oversight Board (“PCAOB”). The Committee reviewed with Ernst & Young, who is responsible
for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the
United States, their judgment as to the quality, not just the acceptability, of each Fund’s accounting principles and such other
matters as are required to be discussed with the Committee under generally accepted auditing standards. Finally, the Committee reviewed
the written disclosures and the letter from Ernst & Young required by PCAOB Ethics and Independence Rule 3526, Communication with
Audit Committees Concerning Independence, as currently in effect, has considered whether the provision of other non-audit services by
Ernst & Young to each Fund is compatible with maintaining Ernst & Young’s independence, and has discussed with Ernst &
Young the independence of the independent registered public accounting firm.
The
Committee discussed with Ernst & Young the overall scope and plans for the audit. The Committee discussed with Ernst & Young
the results of its examinations, its evaluations of each Fund’s internal controls, and the overall quality of each Fund’s
financial reporting.
Based
upon the reports and discussions described in this report, and subject to the limitations on the role and responsibilities of the Committee
referred to above and in the Committee Charter, the Committee recommended to the Board of Trustees (and the Board has approved) that
the audited financial statements of each Fund be included in the Annual Report to Shareholders for such Fund for the fiscal year ended
November 30, 2022 and to be filed with the Securities and Exchange Commission.
Shareholders
are reminded, however, that the members of the Committee are not professionally engaged in the practice of auditing or accounting. Members
of the Committee rely without independent verification on the information provided to them and on the representations made by management
and Ernst & Young. Accordingly, the Committee’s oversight does not provide an independent basis to determine that management
has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to
assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Committee’s considerations and
discussions referred to above do not assure that the audit of each Fund’s financial statements has been carried out in accordance
with the standards of the PCAOB, that the financial statements are presented in conformity with accounting principles generally accepted
in the United States of America or that each Fund’s independent registered public accounting firm is, in fact, “independent.”
January
27, 2023
Andrea
N. Mullins, Audit Committee Chair
Brian
R. Bruce, Audit Committee Member
Ronald
P. Trout, Audit Committee Member
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