NXG Investment Management
4925 Greenville Avenue
Suite 1310
Dallas, Texas 75206

NXG Cushing^® Midstream Energy Fund

4925 Greenville Avenue

Dallas, Texas 75206

Ladies and Gentlemen:

This letter agreement (the "Agreement") confirms the temporary fee waiver by NXG Investment Management (Cushing MLP Asset Management, LP) (the "Adviser") with respect to the management fee payable in connection with the management of NXG Cushing^® Midstream Energy Fund (the "Fund").

The Fund and the Adviser have entered into an Investment Management Agreement, dated as of August 6, 2007 (the "Management Agreement"). Pursuant to the Management Agreement, the Fund pays to the Adviser a monthly fee (the "Management Fee") at an annual rate equal to 1.25% of the Fund’s Managed Assets (as defined in the Management Agreement).

1. Fee Waiver. The Adviser has agreed to waive a portion of the Management Fee equal to 0.25% of the Fund’s Managed Assets.

2. Effective Date. The fee waiver is effective as of February 1, 2025.

3. Recoupment. Amounts waived by the Adviser are not subject to recoupment from the Fund in future years.

4. Term and Termination. This Agreement shall continue for a 12-month term. This Agreement will terminate automatically in the event of the termination of the Management Agreement.

5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act.

Very truly yours,

Cushing MLP Asset Management, LP

/s/ Blake Nelson

Name: Blake Nelson

Title: Chief Financial Officer

Accepted and Agreed:

NXG CUSHING^® MIDSTREAM ENERGY FUND

By:	/s/ Blake Nelson
	Name: Blake Nelson
	Title: Chief Financial Officer and Treasurer