THE CUSHING MLP TOTAL RETURN FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUSTAgreement 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.
SUB-PLACEMENT AGENT AGREEMENT Foreside Fund Services, LLC Three Canal Plaza, Suite 100 Portland, Maine 04101Sub-Placement Agent Agreement • May 21st, 2024 • NXG Cushing Midstream Energy Fund
DISTRIBUTION AGREEMENTDistribution 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”).
6,000,000 Shares THE CUSHING MLP TOTAL RETURN FUND Common Shares of Beneficial Interest, $0.001 par value per Share UNDERWRITING AGREEMENTUnderwriting Agreement • February 25th, 2011 • 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.
NXG Cushing® Midstream Energy Fund 728,317 Shares of Beneficial Interest Issuable Upon Exercise of Transferable Rights to Subscribe for Such Shares DEALER MANAGER AGREEMENTDealer 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
THE CUSHING MLP TOTAL RETURN FUND SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUSTAgreement 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 AGREEMENTTransfer 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”).
INVESTMENT MANAGEMENT AGREEMENT ENTERED INTO BETWEEN THE CUSHING MLP TOTAL RETURN FUND AND SWANK ENERGY INCOME ADVISORS, LPInvestment 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.Transfer Agency and Service 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 AgreementLending 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”).
AMENDED AND RESTATED BY-LAWS OF THE CUSHING MLP TOTAL RETURN FUNDBy-Laws • August 23rd, 2007 • Cushing MLP Total Return Fund
October 10, 2024 NXG Cushing Midstream Energy Fund Suite 1205 Dallas TX 75201 Attn: Blake Nelson RE: NXG Cushing Midstream Energy Fund (SRV) – Rights Offer Dear Mr. Nelson:Information Agent Agreement • October 24th, 2024 • NXG Cushing Midstream Energy Fund • New York
This will serve as the Agreement between EQ Fund Solutions, LLC (“EQ Fund Solutions”) and NXG Cushing Midstream Energy 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.
AMENDED AND RESTATED PURCHASE AGREEMENTPurchase 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”).
Listing AgreementListing 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.
CLOSED-END FUND CUSTODY AGREEMENTCustody 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.
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:Information Agent Agreement • November 22nd, 2023 • NXG Cushing Midstream Energy Fund • 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.
SUBSCRIPTION AGENT AGREEMENTSubscription 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”).
PURCHASE AGREEMENTPurchase 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”).
SPECIAL CUSTODY ACCOUNT AGREEMENTSpecial 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”).
PURCHASE AGREEMENTPurchase 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 AGREEMENTTransfer Agent 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”).
SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • October 24th, 2024 • NXG Cushing Midstream Energy Fund
This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”) is entered into as of October 23, 2024, by and between Equiniti Trust Company, LLC (the “Subscription Agent”) and NXG Cushing Midstream Energy Fund (the “Fund”).
CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF THE Cushing MLP & Infrastructure Total Return FundAgreement and Declaration of Trust • August 11th, 2023 • NXG Cushing Midstream Energy 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 & Infrastructure Total Return Fund, a Delaware statutory trust (the “Trust”), has been approved by the Trustees in accordance with Article IX, Section 10 thereof;
STOCK PURCHASE AGREEMENTStock 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 AGREEMENTPurchase 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”).
FUND ACCOUNTING SERVICING AGREEMENTFund 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”).
MARKETING AND STRUCTURING FEE AGREEMENTMarketing and Structuring Fee Agreement • 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 UNDERWRITERSMaster Agreement Among Underwriters • 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 FUNDAgreement and Declaration of Trust • 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 AGREEMENTFund 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 AGREEMENTPurchase 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 AGREEMENTPurchase 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.
MASTER DEALER AGREEMENTMaster Dealer Agreement • August 23rd, 2007 • Cushing MLP Total Return Fund • New York
NXG Investment Management Suite 1205 Dallas, Texas 75201Fee Waiver 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").
