0001398344-24-011900 Sample Contracts

NXG NextGen Infrastructure Income Fund 867,238 Shares of Beneficial Interest Issuable Upon Exercise of Transferable Rights to Subscribe for Such Shares DEALER MANAGER AGREEMENT
Dealer Manager Agreement • June 24th, 2024 • NXG NextGen Infrastructure Income Fund • New York

Each of NXG NextGen Infrastructure Income 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 867,238 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 collectively, the “Rights”) for each Common Share held by such Reco

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June 20, 2024 NXG NextGe Infrastructure Fund Dallas TX 7520 Attn: Blake Nelson RE: NXG NextGe Infrastructure Fund (NXG) - Rights Offer Dear M Nelson:
NXG NextGen Infrastructure Income Fund • June 24th, 2024 • New York

This will the Agreement between EQ Fund Solutions, LLC ( EQ Fund Solutions ) and NXG NextGen Infrastructure Fund (the “Client”), pursuant to which EQ Fund Solutions will serve the Client as Information Agent for Rights Offer (the “Offer ) for the Client.

SUBSCRIPTION AGENT AGREEMENT
Subscription Agent Agreement • June 24th, 2024 • NXG NextGen Infrastructure Income Fund

This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”) is entered into as of June 20, 2024, by and between Equiniti Trust Company, LLC (the “Subscription Agent”) and NXG NextGen Infrastructure Income Fund (the “Fund”).

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