XML 8 R1.htm IDEA: XBRL DOCUMENT
v3.23.3

N-2 | Nov. 13, 2023 USD ($)
--- | ---
Cover [Abstract] |  |
Entity Central Index Key | 0001400897 |
Amendment Flag | false |
Document Type | 424B2 |
Entity Registrant Name | NXG Cushing Midstream Energy Fund |
Fee Table [Abstract] |  |
Shareholder Transaction Expenses [Table Text Block] | Shareholder Transaction Expenses
Sales load (as a percentage of offering price) | 3.75%(1)
Offering expenses borne by the Fund (as a percentage of offering price) | 0.54%(2)
Dividend Reinvestment Plan fees (per transaction sales fee) | $15.00(3)
Sales Load [Percent] | 3.75% | [1]
Dividend Reinvestment and Cash Purchase Fees | $ 15.00 | [2]
Other Transaction Expenses [Abstract] |  |
Other Transaction Expenses [Percent] | 0.54% | [3]
Annual Expenses [Table Text Block] |
Annual Expenses | Percentage of Net Assets Attributable to Common Shares(4)
Management fees(5)(6) | 1.50%
Interest expense(7) | 0.83%
Other expenses(8) | 0.83%
Total annual expenses(6) | 3.16%
| (1) | The Dealer Manager will receive a fee for its financial structuring and soliciting services equal to 3.75% of the Subscription Price per Common Share for each Common Share issued pursuant to the exercise of Rights, including the over-subscription privilege. The Dealer Manager will reallow to broker-dealers in the selling group to be formed and managed by the Dealer Manager selling fees equal to 2.00% of the Subscription Price per Common Share for each Common Share issued pursuant to the Offer as a result of their selling efforts. In addition, the Dealer Manager will reallow to other broker-dealers that have executed and delivered a soliciting dealer agreement and have solicited the exercise of Rights solicitation fees equal to 0.50% of the Subscription Price per Share for each Common Share issued pursuant to the exercise of Rights as a result of their soliciting efforts, subject to a maximum fee based on the number of Common Shares held by each broker-dealer through The Depository Trust Company (“DTC”) on the Record Date.
| (2) | The fees and expenses of the Offer will be borne by the Fund and indirectly by all of its Common Shareholders, including those who do not exercise their Rights, and will result in a reduction of the Fund’s NAV. Offering expenses borne by the Fund (including the reimbursements described below) are estimated to be approximately $517,950 in the aggregate, or $0.18 per Common Share (assuming the Rights are fully exercised). The Fund has agreed to pay the Dealer Manager up to $150,000 as a partial reimbursement for its expenses incurred in connection with the Offer. Offering expenses will be borne by the Fund and indirectly by all of its Common Shareholders, including those who do not exercise their Rights.
| (3) | There will be no brokerage charges with respect to Common Shares issued directly by the Fund. However, each participant will pay a pro rata share of brokerage commissions incurred in connection with open-market purchases. In addition, participants who request a sale of shares through the Plan Agent are subject to a $15.00 per transaction sales fee and pay a brokerage commission of $0.12 per share sold. The Fund’s transfer agent serves as Plan Agent. Fees paid by the Fund to the transfer agent are included in “Other expenses” below, which are ultimately borne by common shareholders. For additional information, see “Distribution Reinvestment Plan” in the accompanying Prospectus.
| (4) | Based on net assets attributable to Common Shares during the period ended May 31, 2023.
| (5) | The Fund pays the Investment Adviser an annual fee, payable monthly, in an amount equal to 1.25% of the Fund’s average weekly Managed Assets (net assets plus any assets attributable to Financial Leverage). The fee shown above is based upon outstanding Financial Leverage of 15% of the Fund’s Managed Assets (or 17% of the Fund’s net assets attributable to Common Shares). If Financial Leverage of more than 15% of the Fund’s Managed Assets (or 17% of the Fund’s net assets attributable to Common Shares) is used, the management fees shown would be higher. Management fees calculated based on management fees earned for the year ended November 30, 2022 divided by average net assets attributable to Common Shareholders for the period ended May 31, 2023.
| (6) | The Investment Adviser has contractually agreed to waive a portion of the management fee in an amount equal to 0.25% of the Fund’s Managed Assets through February 1, 2024. The Fund’s annual expenses after giving effect to such management fee waiver are:
Annual Expenses | Percentage of Net Assets Attributable to Common Shares(4)
Management fees(5)) | 1.25%
Interest payments on borrowed funds(7) | 0.83%
Other expenses(8) | 0.83%
Total annual expenses | 2.91%
| (7) | Based upon the Fund’s outstanding borrowings as of May 31, 2023 of approximately $13.315 million and the borrowing rate on the facility as of May 31, 2023, of 6.19%.
| (8) | Other expenses are estimated based upon those incurred during the fiscal year ended November 30, 2022. Other expenses do not include expense related to realized or unrealized investment gains or losses. See “Management of the Fund—Fund Expenses” in the accompanying prospectus.
Management Fees [Percent] | 1.50% | [4],[5],[6]
Interest Expenses on Borrowings [Percent] | 0.83% | [4],[7]
Other Annual Expenses [Abstract] |  |
Other Annual Expenses [Percent] | 0.83% | [4],[8]
Total Annual Expenses [Percent] | 3.16% | [4],[6]
Expense Example [Table Text Block] | Example As required by relevant SEC regulations, the following Example illustrates the expenses that you would pay on a $1,000 investment in Common Shares, assuming (1) “Total annual expenses” of 3.16% of net assets attributable to Common Shares, (2) the sales load of 3.75% and estimated offering expenses of 0.54% and (3) a 5% annual return*:
| 1 Year | 3 Years | 5 Years | 10 Years
Total Expenses Incurred | $73 | $136 | $201 | $375
| * | The Example should not be considered a representation of future expenses or returns. Actual expenses may be higher or lower than those assumed. Moreover, the Fund’s actual rate of return may be higher or lower than the hypothetical 5% return shown in the Example. The Example assumes that all dividends and distributions are reinvested at NAV.
Expense Example, Year 01 | $ 73 | [9]
Expense Example, Years 1 to 3 | 136 | [9]
Expense Example, Years 1 to 5 | 201 | [9]
Expense Example, Years 1 to 10 | $ 375 | [9]
Purpose of Fee Table , Note [Text Block] | The following table contains information about the costs and expenses that Common Shareholders will bear directly or indirectly. The table is based on the capital structure of the Fund as of May 31, 2023 (except as noted below) after giving effect to the Offer, assuming that the Offer is fully subscribed resulting in the receipt of net proceeds from the Offer of approximately $22,693,593 million. If the Fund issues fewer Common Shares in the Offer and the net proceeds to the Fund are less, all other things being equal, the total annual expenses shown would increase. The purpose of the table and the example below is to help you understand the fees and expenses that you, as a holder of Common Shares, would bear directly or indirectly. |
Basis of Transaction Fees, Note [Text Block] | as a percentage of offering price |
[1] | The Dealer Manager will receive a fee for its financial structuring and soliciting services equal to 3.75% of the Subscription Price per Common Share for each Common Share issued pursuant to the exercise of Rights, including the over-subscription privilege. The Dealer Manager will reallow to broker-dealers in the selling group to be formed and managed by the Dealer Manager selling fees equal to 2.00% of the Subscription Price per Common Share for each Common Share issued pursuant to the Offer as a result of their selling efforts. In addition, the Dealer Manager will reallow to other broker-dealers that have executed and delivered a soliciting dealer agreement and have solicited the exercise of Rights solicitation fees equal to 0.50% of the Subscription Price per Share for each Common Share issued pursuant to the exercise of Rights as a result of their soliciting efforts, subject to a maximum fee based on the number of Common Shares held by each broker-dealer through The Depository Trust Company (“DTC”) on the Record Date.
[2] | There will be no brokerage charges with respect to Common Shares issued directly by the Fund. However, each participant will pay a pro rata share of brokerage commissions incurred in connection with open-market purchases. In addition, participants who request a sale of shares through the Plan Agent are subject to a $15.00 per transaction sales fee and pay a brokerage commission of $0.12 per share sold. The Fund’s transfer agent serves as Plan Agent. Fees paid by the Fund to the transfer agent are included in “Other expenses” below, which are ultimately borne by common shareholders. For additional information, see “Distribution Reinvestment Plan” in the accompanying Prospectus.
[3] | The fees and expenses of the Offer will be borne by the Fund and indirectly by all of its Common Shareholders, including those who do not exercise their Rights, and will result in a reduction of the Fund’s NAV. Offering expenses borne by the Fund (including the reimbursements described below) are estimated to be approximately $517,950 in the aggregate, or $0.18 per Common Share (assuming the Rights are fully exercised). The Fund has agreed to pay the Dealer Manager up to $150,000 as a partial reimbursement for its expenses incurred in connection with the Offer. Offering expenses will be borne by the Fund and indirectly by all of its Common Shareholders, including those who do not exercise their Rights.
[4] | Based on net assets attributable to Common Shares during the period ended May 31, 2023.
[5] | The Fund pays the Investment Adviser an annual fee, payable monthly, in an amount equal to 1.25% of the Fund’s average weekly Managed Assets (net assets plus any assets attributable to Financial Leverage). The fee shown above is based upon outstanding Financial Leverage of 15% of the Fund’s Managed Assets (or 17% of the Fund’s net assets attributable to Common Shares). If Financial Leverage of more than 15% of the Fund’s Managed Assets (or 17% of the Fund’s net assets attributable to Common Shares) is used, the management fees shown would be higher. Management fees calculated based on management fees earned for the year ended November 30, 2022 divided by average net assets attributable to Common Shareholders for the period ended May 31, 2023.
[6] | The Investment Adviser has contractually agreed to waive a portion of the management fee in an amount equal to 0.25% of the Fund’s Managed Assets through February 1, 2024. The Fund’s annual expenses after giving effect to such management fee waiver are:
[7] | Based upon the Fund’s outstanding borrowings as of May 31, 2023 of approximately $13.315 million and the borrowing rate on the facility as of May 31, 2023, of 6.19%.
[8] | Other expenses are estimated based upon those incurred during the fiscal year ended November 30, 2022. Other expenses do not include expense related to realized or unrealized investment gains or losses. See “Management of the Fund—Fund Expenses” in the accompanying prospectus.
[9] | The Example should not be considered a representation of future expenses or returns. Actual expenses may be higher or lower than those assumed. Moreover, the Fund’s actual rate of return may be higher or lower than the hypothetical 5% return shown in the Example. The Example assumes that all dividends and distributions are reinvested at NAV.

X
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form N-2 -Section Item 3 -Subsection 1 -Paragraph Instruction 6 + Details
Name: | cef_AnnualExpensesTableTextBlock
Namespace Prefix: | cef_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form N-2 -Section Item 3 -Subsection 1 -Paragraph Instruction 4 + Details
Name: | cef_BasisOfTransactionFeesNoteTextBlock
Namespace Prefix: | cef_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form N-2 -Section Item 3 -Subsection 1 + Details
Name: | cef_DividendReinvestmentAndCashPurchaseFees
Namespace Prefix: | cef_
Data Type: | xbrli:monetaryItemType
Balance Type: | na
Period Type: | duration

X
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form N-2 -Section Item 3 -Subsection 1 + Details
Name: | cef_ExpenseExampleTableTextBlock
Namespace Prefix: | cef_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form N-2 -Section Item 3 -Subsection 1 -Paragraph Instruction 11 + Details
Name: | cef_ExpenseExampleYear01
Namespace Prefix: | cef_
Data Type: | xbrli:monetaryItemType
Balance Type: | na
Period Type: | duration

X
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form N-2 -Section Item 3 -Subsection 1 -Paragraph Instruction 11 + Details
Name: | cef_ExpenseExampleYears1to10
Namespace Prefix: | cef_
Data Type: | xbrli:monetaryItemType
Balance Type: | na
Period Type: | duration

X
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form N-2 -Section Item 3 -Subsection 1 -Paragraph Instruction 11 + Details
Name: | cef_ExpenseExampleYears1to3
Namespace Prefix: | cef_
Data Type: | xbrli:monetaryItemType
Balance Type: | na
Period Type: | duration

X
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form N-2 -Section Item 3 -Subsection 1 -Paragraph Instruction 11 + Details
Name: | cef_ExpenseExampleYears1to5
Namespace Prefix: | cef_
Data Type: | xbrli:monetaryItemType
Balance Type: | na
Period Type: | duration

X
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form N-2 -Section Item 3 -Subsection 1 + Details
Name: | cef_FeeTableAbstract
Namespace Prefix: | cef_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form N-2 -Section Item 3 -Subsection 1 -Paragraph Instruction 8 + Details
Name: | cef_InterestExpensesOnBorrowingsPercent
Namespace Prefix: | cef_
Data Type: | dtr-types:percentItemType
Balance Type: | na
Period Type: | duration

X
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form N-2 -Section Item 3 -Subsection 1 -Paragraph Instruction 7 -Subparagraph a + Details
Name: | cef_ManagementFeesPercent
Namespace Prefix: | cef_
Data Type: | dtr-types:percentItemType
Balance Type: | na
Period Type: | duration

X
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form N-2 -Section Item 3 -Subsection 1 -Paragraph Instruction 9 + Details
Name: | cef_OtherAnnualExpensesAbstract
Namespace Prefix: | cef_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form N-2 -Section Item 3 -Subsection 1 -Paragraph Instruction 9 + Details
Name: | cef_OtherAnnualExpensesPercent
Namespace Prefix: | cef_
Data Type: | dtr-types:percentItemType
Balance Type: | na
Period Type: | duration

X
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form N-2 -Section Item 3 -Subsection 1 -Paragraph Instruction 5 + Details
Name: | cef_OtherTransactionExpensesAbstract
Namespace Prefix: | cef_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form N-2 -Section Item 3 -Subsection 1 -Paragraph Instruction 5 + Details
Name: | cef_OtherTransactionExpensesPercent
Namespace Prefix: | cef_
Data Type: | dtr-types:percentItemType
Balance Type: | na
Period Type: | duration

X
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form N-2 -Section Item 3 -Subsection 1 -Paragraph Instruction 1 + Details
Name: | cef_PurposeOfFeeTableNoteTextBlock
Namespace Prefix: | cef_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form N-2 -Section Item 3 -Subsection 1 + Details
Name: | cef_SalesLoadPercent
Namespace Prefix: | cef_
Data Type: | dtr-types:percentItemType
Balance Type: | na
Period Type: | duration

X
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form N-2 -Section Item 3 -Subsection 1 + Details
Name: | cef_ShareholderTransactionExpensesTableTextBlock
Namespace Prefix: | cef_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form N-2 -Section Item 3 -Subsection 1 -Paragraph Instruction 8 + Details
Name: | cef_TotalAnnualExpensesPercent
Namespace Prefix: | cef_
Data Type: | dtr-types:percentItemType
Balance Type: | na
Period Type: | duration

X
- Definition Boolean flag that is true when the XBRL content amends previously-filed or accepted submission. + References No definition available. + Details
Name: | dei_AmendmentFlag
Namespace Prefix: | dei_
Data Type: | xbrli:booleanItemType
Balance Type: | na
Period Type: | duration

X
- Definition Cover page. + References No definition available. + Details
Name: | dei_CoverAbstract
Namespace Prefix: | dei_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'. + References No definition available. + Details
Name: | dei_DocumentType
Namespace Prefix: | dei_
Data Type: | dei:submissionTypeItemType
Balance Type: | na
Period Type: | duration

X
- Definition A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2 + Details
Name: | dei_EntityCentralIndexKey
Namespace Prefix: | dei_
Data Type: | dei:centralIndexKeyItemType
Balance Type: | na
Period Type: | duration

X
- Definition The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2 + Details
Name: | dei_EntityRegistrantName
Namespace Prefix: | dei_
Data Type: | xbrli:normalizedStringItemType
Balance Type: | na
Period Type: | duration