NXG Cushing Midstream Energy Fund Sample Contracts

THE CUSHING MLP TOTAL RETURN FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • August 23rd, 2007 • Cushing MLP Total Return Fund • Delaware

This AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST is made as of July 16, 2007, and amends and restates in its entirety the Declaration of Trust dated as of May 23, 2007, by Jerry V. Swank, as trustee.

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THE CUSHING MLP TOTAL RETURN FUND SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • May 16th, 2011 • Cushing MLP Total Return Fund • Delaware

This SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST is made as of May 12, 2011, and amends and restates in its entirety the Declaration of Trust dated as of July 16, 2007.

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • June 8th, 2018 • Cushing MLP & Infrastructure Total Return Fund • Delaware

THIS AGREEMENT is made and entered into as of this 13th day of June, 2014, by and between CUSHING MLP TOTAL RETURN FUND, a Delaware statutory trust (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

6,000,000 Shares THE CUSHING MLP TOTAL RETURN FUND Common Shares of Beneficial Interest, $0.001 par value per Share UNDERWRITING AGREEMENT
Cushing MLP Total Return Fund • February 25th, 2011 • New York

Based upon and subject to the foregoing, we are of the opinion that under current U.S. federal income tax law, although the discussion set forth in the Base Prospectus under the heading “Tax Matters,” as supplemented by the Prospectus Supplement, does not purport to discuss all possible U.S. federal income tax consequences of the purchase, ownership or disposition of the Shares, such discussion constitutes, in all material respects, a fair and accurate summary of the U.S. federal income tax consequences that are anticipated to be material to holders who purchase the Shares pursuant to the Prospectus, subject to the qualifications set forth in such discussion.

NXG Cushing® Midstream Energy Fund 728,317 Shares of Beneficial Interest Issuable Upon Exercise of Transferable Rights to Subscribe for Such Shares DEALER MANAGER AGREEMENT
Dealer Manager Agreement • November 22nd, 2023 • NXG Cushing Midstream Energy Fund • New York

Each of NXG Cushing® Midstream Energy Fund (formerly, The Cushing® MLP & Infrastructure Total Return Fund), a Delaware statutory trust (the “Fund”), and Cushing Asset Management, LP, d/b/a NXG Investment Management, a Texas limited partnership (the “Investment Manager”), hereby confirms the agreement with and appointment of UBS Securities LLC to act as dealer manager (the “Dealer Manager”) in connection with the issuance by the Fund to the holders of record (the “Record Date Shareholders”) at the close of business on the record date set forth in the Prospectus (as defined herein) (the “Record Date”) transferable rights entitling such Record Date Shareholders to subscribe for up to 728,317 common shares (each, a “Share,” and collectively, the “Shares”) of beneficial interest, par value $0.001 per share (the “Common Shares”), of the Fund (the “Offer”). Pursuant to the terms of the Offer, the Fund is issuing each Record Date Shareholder one transferable right (each, a “Right,” and collect

7,500,000 Shares THE CUSHING MLP TOTAL RETURN FUND Common Shares of Beneficial Interest, $0.001 par value per Share UNDERWRITING AGREEMENT
Underwriting Agreement • July 19th, 2010 • Cushing MLP Total Return Fund • New York

Based upon and subject to the foregoing, we are of the opinion that under current U.S. federal income tax law, although the discussion set forth in the Base Prospectus under the heading “Tax Matters,” as supplemented by the Prospectus Supplement, does not purport to discuss all possible U.S. federal income tax consequences of the purchase, ownership or disposition of the Shares, such discussion constitutes, in all material respects, a fair and accurate summary of the U.S. federal income tax consequences that are anticipated to be material to holders who purchase the Shares pursuant to the Prospectus, subject to the qualifications set forth in such discussion.

INVESTMENT MANAGEMENT AGREEMENT ENTERED INTO BETWEEN THE CUSHING MLP TOTAL RETURN FUND AND SWANK ENERGY INCOME ADVISORS, LP
Investment Management Agreement • August 23rd, 2007 • Cushing MLP Total Return Fund • New York

This Investment Management Agreement (the “Agreement”) is entered into as of August 6th, 2007 by and between The Cushing MLP Total Return Fund (the “Fund”), a statutory trust duly organized and existing under the laws of the State of Delaware, and Swank Energy Income Advisors, LP, a limited partnership duly organized and existing under the laws of the State of Texas (the “Investment Adviser”).

Transfer Agency and Service Agreement Between The Cushing MLP Total Return Fund and Computershare Trust Company, N.A. and Computershare Inc.
Agreement • August 23rd, 2007 • Cushing MLP Total Return Fund • New York

AGREEMENT made as of the 24th day of August, 2007 by and between The Cushing MLP Total Return Fund, a Delaware statutory trust, having its principal office and place of business at 3300 Oak Lawn Avenue, Suite 650, Dallas, Texas 75219 (the “Company”), and Computershare Inc., a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company, having its principal office and place of business at 250 Royall Street, Canton, Massachusetts 02021 (collectively, the “Transfer Agent” or individually, “Computershare” and the “Trust Company”, respectively).

The Bank of Nova Scotia, acting through its Houston Branch Lending Services Agreement
Lending Services Agreement • June 8th, 2018 • Cushing MLP & Infrastructure Total Return Fund • New York

LENDING SERVICES AGREEMENT dated as of February 15, 2017 (the “Agreement”) between THE CUSHING MLP TOTAL RETURN FUND, a closed-end management investment company established as a statutory trust under the laws of the State of Delaware with its principal place of business at 8117 Preston Road, Suite 440, Dallas, Texas 75225 (the “Customer”) and THE BANK OF NOVA SCOTIA, ACTING THROUGH ITS HOUSTON BRANCH (“Scotia”).

Listing Agreement
Listing Agreement • August 23rd, 2007 • Cushing MLP Total Return Fund

Nothing in the following Agreement shall be so construed as to require the Corporation to do any acts in contravention of law or in violation of any rule or regulation of any public authority exercising jurisdiction over the Corporation.

PURCHASE AGREEMENT
Purchase Agreement • March 27th, 2009 • Cushing MLP Total Return Fund • Texas

THIS PURCHASE AGREEMENT (the “Agreement”) is entered into as of the 26th day of March 2009 between The Cushing MLP Total Return Fund, a statutory trust organized and existing under the laws of Delaware (the “Fund”), and Telemus Income Opportunity Fund LP (the “Buyer”).

AMENDED AND RESTATED PURCHASE AGREEMENT
Amended and Restated Purchase Agreement • March 31st, 2009 • Cushing MLP Total Return Fund • Texas

THIS AMENDED AND RESTATED PURCHASE AGREEMENT (the “Agreement”) is entered into as of the 30th day of March 2009 between The Cushing MLP Total Return Fund, a statutory trust organized and existing under the laws of Delaware (the “Fund”), and Telemus Income Opportunity Fund LP (the “Buyer”).

PURCHASE AGREEMENT
Purchase Agreement • January 4th, 2010 • Cushing MLP Total Return Fund • Texas

THIS PURCHASE AGREEMENT (the “Agreement”) is entered into as of the 30th day of December 2009 between The Cushing MLP Total Return Fund, a statutory trust organized and existing under the laws of Delaware (the “Fund”), and Telemus Income Opportunity Fund (the “Purchaser”).

PURCHASE AGREEMENT
Purchase Agreement • July 1st, 2009 • Cushing MLP Total Return Fund • Texas

THIS PURCHASE AGREEMENT (the “Agreement”) is entered into as of the 30th day of June 2009 between The Cushing MLP Total Return Fund, a statutory trust organized and existing under the laws of Delaware (the “Fund”), and Peak Financial Management, Inc., (the “Advisor”) on behalf of certain accounts managed by the Advisor (the “Purchasers”).

CUSHING MLP TOTAL RETURN FUND FIRST AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Servicing Agreement • June 8th, 2018 • Cushing MLP & Infrastructure Total Return Fund

THIS FIRST AMENDMENT dated as of the 2nd day of September, 2015, to the Transfer Agent Servicing Agreement, dated as of June 13, 2014 (the “Agreement”), is entered into by and between the CUSHING MLP TOTAL RETURN FUND, a Delaware statutory trust (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF THE Cushing MLP & Infrastructure Total Return Fund
NXG Cushing Midstream Energy Fund • August 11th, 2023

WHEREAS, this amendment to the Second Amended and Restated Agreement and Declaration of Trust, dated May 12, 2011, and as amended through the date hereof (the “Declaration of Trust”), of The Cushing MLP & Infrastructure Total Return Fund, a Delaware statutory trust (the “Trust”), has been approved by the Trustees in accordance with Article IX, Section 10 thereof;

SUB-PLACEMENT AGENT AGREEMENT Foreside Fund Services, LLC Three Canal Plaza, Suite 100 Portland, Maine 04101
Sub-Placement Agent Agreement • May 21st, 2024 • NXG Cushing Midstream Energy Fund
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 8th, 2008 • Cushing MLP Total Return Fund • Texas

THIS STOCK PURCHASE AGREEMENT (the "Agreement") is entered into as of the [ ] day of [ ] between The Cushing MLP Total Return Fund, a statutory trust organized and existing under the laws of Delaware (the "Trust"), and [ ] (the "Buyer").

PURCHASE AGREEMENT
Purchase Agreement • July 1st, 2009 • Cushing MLP Total Return Fund • Texas

THIS PURCHASE AGREEMENT (the “Agreement”) is entered into as of the 30th day of June 2009 between The Cushing MLP Total Return Fund, a statutory trust organized and existing under the laws of Delaware (the “Fund”), and Gagnon Securities LLC, (the “Advisor”) on behalf of the accounts specified on Schedule I hereto managed by the Advisor (the “Purchasers”).

October 3, 2023 NXG Cushing Midstream Energy Fund Suite 1205 Dallas TX 75201 Attn: Blake Nelson RE: NXG Cushing Midstream Energy Fund (SRV) – Rights Offer Dear Mr. Maltese:
NXG Cushing Midstream Energy Fund • November 22nd, 2023 • New York

This will serve as the Agreement between EQ Fund Solutions, LLC (“EQ Fund Solutions”) and Neuberger Berman Real Estate Securities Fund (the “Client”), pursuant to which EQ Fund Solutions will serve the Client as Information Agent for a Rights Offer (the “Offer”) for the Client.

CLOSED-END FUND CUSTODY AGREEMENT
Closed-End Fund Custody Agreement • August 23rd, 2007 • Cushing MLP Total Return Fund • Delaware

The Shareholder Communications Act of 1985 requires banks and trust companies to make an effort to permit direct communication between a company which issues securities and the shareholder who votes those securities.

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FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • August 23rd, 2007 • Cushing MLP Total Return Fund • Delaware

THIS AGREEMENT is made and entered into as of this 25th day of July, 2007, by and between THE CUSHING MLP TOTAL RETURN FUND, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

SUBSCRIPTION AGENT AGREEMENT
Subscription Agent Agreement • November 22nd, 2023 • NXG Cushing Midstream Energy Fund

This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”) is entered into as of November 21, 2023, by and between Equiniti Trust Company, LLC (the “Subscription Agent”) and NXG Cushing Midstream Energy Fund (the “Fund”).

MARKETING AND STRUCTURING FEE AGREEMENT
Marketing and Structuring • August 23rd, 2007 • Cushing MLP Total Return Fund • New York

This agreement is between Swank Energy Income Advisors, LP (the “Company”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) with respect to the The Cushing MLP Total Return Fund (the “Fund”).

MASTER AGREEMENT AMONG UNDERWRITERS
Master Agreement • August 23rd, 2007 • Cushing MLP Total Return Fund • New York
CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF THE CUSHING® MLP TOTAL RETURN FUND
Agreement and Declaration • June 8th, 2018 • Cushing MLP & Infrastructure Total Return Fund

WHEREAS, this amendment to the Second Amended and Restated Agreement and Declaration of Trust, dated May 12, 2011 and as amended through the date hereof (the “Declaration of Trust”), of The Cushing MLP Total Return Fund, a Delaware statutory trust (the “Trust”), has been approved by the Trustees in accordance with Article IX, Section 10 thereof;

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • August 23rd, 2007 • Cushing MLP Total Return Fund • Delaware

THIS AGREEMENT is made and entered into as of this 25th day of July, 2007, by and between THE CUSHING MLP TOTAL RETURN FUND, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

SPECIAL CUSTODY and PLEDGE AGREEMENT (Margin Account)
Special Custody and Pledge Agreement • June 8th, 2018 • Cushing MLP & Infrastructure Total Return Fund • New York

AGREEMENT (hereinafter “Agreement”) dated as of February 15, 2017, among The Cushing MLP Total Return Fund (“Customer”), The Bank of Nova Scotia, acting through its Houston branch (“Broker”) and U.S. Bank, N.A. as Custodian hereunder (“Custodian”).

PURCHASE AGREEMENT
Purchase Agreement • January 4th, 2010 • Cushing MLP Total Return Fund • Texas

THIS PURCHASE AGREEMENT (the “Agreement”) is entered into as of the 30th day of December 2009 between The Cushing MLP Total Return Fund, a statutory trust organized and existing under the laws of Delaware (the “Fund”), and Morgan Stanley Strategic Investments Inc. (the “Purchaser”).

PURCHASE AGREEMENT
Purchase Agreement • August 23rd, 2007 • Cushing MLP Total Return Fund

Purchase Agreement dated July 19, 2007 between The Cushing MLP Total Return Fund, a statutory trust organized under the laws of the State of Delaware (the “Fund”), and Swank Energy Income Advisors, LP (the “Sole Initial Shareholder”), a limited partnership organized under the laws of the State of Texas.

DISTRIBUTION AGREEMENT
Distribution Agreement • May 21st, 2024 • NXG Cushing Midstream Energy Fund • New York

This DISTRIBUTION AGREEMENT (this “Agreement”) made as of May 17, 2024 by and between NXG Cushing® Midstream Energy Fund, a Delaware statutory trust (the “Fund”), and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”).

SPECIAL CUSTODY ACCOUNT AGREEMENT
Special Custody Account Agreement • January 15th, 2009 • Cushing MLP Total Return Fund • New York

AGREEMENT dated October 19, 2007, among The Cushing MLP Total Return Fund (the “Customer”), a statutory trust formed under the laws of the State of Delaware, U.S. Bank, N.A. (the “Custodian”), a national banking association organized and existing under the laws of the United States of America, and CREDIT SUISSE SECURITIES (USA) LLC, a Delaware limited liability company registered as a broker and dealer in securities pursuant to the Securities Exchange Act of 1934 (“CSSU”).

MASTER DEALER AGREEMENT
Master Dealer Agreement • August 23rd, 2007 • Cushing MLP Total Return Fund • New York
NXG Investment Management Suite 1205 Dallas, Texas 75201
Letter Agreement • October 26th, 2023 • NXG Cushing Midstream Energy Fund • Delaware

This letter agreement (the "Agreement") confirms the temporary fee waiver by NXG Investment Management (the "Adviser") with respect to the management fee payable in connection with the management of The Cushing® MLP & Infrastructure Total Return Fund (the "Fund").

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