Cushing Asset Management

The Firm Cushing® Asset Management, LP, doing business as NXG Investment Management (“NXG” or the “Firm”) is organized as a Texas limited partnership. The general partner of NXG is NXG Cushing, LLC. The managing members of NXG Cushing, LLC are John Musgrave, Todd Sunderland, and Blake Nelson. NXG began offering its services to outside clients in 2003 and has been registered as an investment adviser with the SEC since 2004. Investment Services NXG provides investment management services on a discretionary basis to high net worth individuals and institutional investors. NXG offers its services through:

A limited number of separately managed accounts (“Managed Accounts”), privately offered pooled investment vehicles (“Private Funds”), publicly offered open-end registered investment companies (“Open-End Funds”), and publicly traded closed-end registered investment companies (“Closed-End Funds”) (collectively, the Managed Accounts, Open-End Funds, the Private Funds, and the Closed-End Funds are referred to as “Client”, “Clients”, “Client Account”, or “Client Accounts”).

Client Accounts are managed in accordance with the investment objectives and strategies described in their respective offering documents and governing agreements (collectively, the “Governing Documents”). Any limitations on investment activities imposed by an investor in a Client Account are detailed in the Governing Documents. Investment management services include: (1) establishing each Client’s investment objectives; (2) buying or selling portfolio securities on behalf of each Client and, from time to time, rebalancing securities in Client portfolios; (3) voting proxies on behalf of Clients who have delegated such authority; and (4) periodically reporting to each Client current investment valuations, capital gains or losses, investment income, and performance. As further discussed below, NXG primarily invests Client Accounts in the following types of investments:

Midstream Energy Companies (as described further in Item 8), and NextGen Infrastructure Companies (as described further in Item 8).

See “Item 8: Methods of Analysis, Investment Strategies and Risk of Loss” for further information. NXG participates in a unified managed account (“UMA”) wrap fee program sponsored by Citigroup Global Markets, Inc. (the “Sponsor”). In this program, NXG provides model portfolio recommendations to the Sponsor, and the Sponsor executes transactions for its client accounts, taking into consideration the individual needs of each client account. Unlike discretionary managed accounts, NXG does not provide individualized investment management services to the Sponsor’s clients and does not have trading authority over such accounts. For UMA Client Accounts, NXG provides notice to the Sponsor of changes to the model portfolio but does not have control over the implementation of investment decisions or trading in the underlying accounts. The Sponsor has the discretion and responsibility to execute the trades recommended in the model portfolio. Contractual agreements are typically between the client and the Sponsor, and the Sponsor, in turn, engages NXG to provide model portfolio services. NXG receives a portion of the fee received by the Sponsor for the services it provides. More information regarding the UMA and the fees paid by clients to participate in the program can be found in the disclosure brochure provided by the Sponsor.

NXG provides model portfolio services through the following UMA: Sponsor

Program Name(s)

Citigroup Global Markets, Inc.

Fiduciary Services; Dynamic Allocation Portfolios - UMA Program

Assets Under Management As of December 31, 2025, NXG managed $1,749,342,532 in regulatory assets under discretionary management and $952,114 in regulatory assets under non-discretionary management.

Managed Accounts (Offered on a Limited Basis) NXG generally charges a quarterly management fee (the “Management Fee”), in arrears, based upon the value of each Managed Account’s assets, according to the following schedules: Midstream, NextGen Infrastructure Market Value of Portfolio

Management Fee in %

All asset levels

1.00%

Fees are calculated and invoices are generated on a quarterly basis. Since Managed Account Clients pay Management Fees in arrears, no Managed Account prepays any Management Fees that would need to be refunded in the event of the termination of a Managed Account during a quarter. Management Fees for Managed Accounts are negotiable, and may vary among Clients depending upon a variety of factors including, but not limited to, the size of the account, the range of services provided to the Client and the total amount of assets managed for the Client. In addition to Management Fees, Managed Account Clients are charged other costs associated with managing the account, including brokerage commissions and custody fees. Private Funds NXG generally charges each Private Fund a quarterly asset-based management fee (the “Management Fee”), in advance, at an annual rate of 1.0% of the value of the Private Fund’s assets. NXG charges its Management Fee on a monthly basis and, for certain Private Funds, also charges an annual performance-based profit allocation (the “Performance Allocation”) in an amount of up to 10% of a Private Fund’s net annual return for its fiscal year (taking into account the payment of the Management Fee). The Performance Allocation is subject to a “high water mark” limitation, as described in the offering documents for each Private Fund. Certain investors in Private Funds have entered into side letters relating to fees that have effectively reduced the Management Fee and/or Performance Allocation charged to these investors. The Management Fee and the Performance Allocation (if applicable) are deducted automatically from Private Fund investor accounts. Since investors in Private Funds are generally only entitled to make withdrawals from a Private Fund on a quarterly basis, no Private Fund pays any management fees that would need to be refunded. In addition to the Management Fee and Performance Allocation, investors in Private Funds incur other costs associated with the operation of the fund. The Private Funds bear the costs and expenses related to (i) the organization and offering of interest, including, but not limited to, legal and accounting fees, printing, travel, filing fees, and out of pocket expenses; (ii) its investment program, including, but not limited to, brokerage commissions, custody fees, proxies, underwriting and private

placements, borrowing expenses, and taxes; and (iii) the administration of the fund, including, but not limited to, accounting, audit and legal fees, costs of any litigation or investigation involving the fund’s activities, and costs associated with reporting and providing information to existing and prospective investors, including reimbursing NXG to the extent such costs and expenses are paid by NXG on behalf of a Private Fund. Open-End Funds NXG acts as the subadvisor to an Open-End Fund and charges an annual management fee (the “Management Fee”) ranging from 0.525% to 0.55% of the average daily net asset value of the respective Series (as this term is defined and further explained in the Fund’s Subadvisory Agreement), payable monthly in arrears. The Management Fee for the Fund is calculated as of the last business day of each calendar month. The Management Fee is paid to NXG from the Open-End Fund’s manager. Since the Open-End Fund’s manager pays the Management Fees in arrears, no Open-End Fund Client prepays any Management Fees that would need to be refunded. More information regarding the Management Fee that NXG charges as a subadvisor to the Open-End Fund is included in the Subadvisory Agreement for this Fund. Closed-End Funds For investment advisory services provided to the Closed-End Funds, NXG charges an annual management fee (the “Management Fee”) ranging from 1.00% to 1.25% of the average daily value of the Fund’s Managed Assets (as this term is defined and further explained in each Fund’s registration statement), payable monthly in arrears. The Management Fee for these Funds is calculated as of the last business day of each calendar month. The Management Fee is deducted automatically from Closed-End Fund investor accounts. Since Closed-End Fund Clients pay Management Fees in arrears, no Closed-End Fund Client prepays any Management Fees that would need to be refunded. More information regarding the Management Fee and administration fees that NXG charges as a service provider to the Closed-End Funds is included in the registration statements and financial filings of these Funds. Other Fees and Expenses Clients typically pay other expenses in addition to the fees paid to NXG, as further detailed within the respective Governing Documents. Clients will bear all costs and expenses arising in connection with their operations. Such expenses payable by Clients include all costs and expenses directly related to portfolio investments or prospective investments of the Clients, brokerage commissions and other transaction costs, expenses related to proxies, underwriting and private placements, interest and commitment fees on debit balances or borrowings, borrowing charges on securities sold short, custody fees and fees of professional advisors and consultants relating to investments or prospective investments. Any withholding or transfer taxes imposed on the Clients or any of their partners. Any governmental, regulatory, licensing, filing or registration fees incurred in compliance with the rules of any self-regulatory organization or any federal, state or local laws. Any interest due to investors in connection with capital withdrawals. Any legal fees and costs (including settlement costs) arising in connection with any litigation or regulatory investigation instituted against Clients. The cost of the audit of the Client’s financial statements and the preparation of its tax returns. The fees and expenses of the Client’s accountants in connection with accounting advice relating to the Client’s day-to-day affairs and all costs related to the keeping of the books and records of the Client. The fees and expenses of the Client’s counsel in connection with advice directly relating to the Client’s legal affairs. The costs of any outside appraisers, valuation service providers, accountants, attorneys or other experts engaged by NXG for Clients as well as other expenses directly related to the Client’s investment program. Specific expenses incurred in obtaining systems, research and other information utilized for portfolio management purposes that facilitate valuations and accounting, including the costs of statistics and pricing services, service contracts for quotation equipment and related hardware and software. All costs and expenses associated with the organization of the Client and the offering of interests, including legal and accounting fees, printing costs, travel and out-ofpocket expenses and compliance with any applicable federal and state laws. The costs and expenses of holding any Client meetings which are required to be held under the terms of Governing Documents or by law. The costs of any liability insurance obtained on behalf of the Client or any general partner. All costs and expenses associated with reporting and providing information to existing and prospective investors.

NXG may be entitled to reimbursement from Clients for any of the above expenses paid by it on behalf of the Client; provided that, NXG may, in its sole discretion, absorb any or all of such expenses incurred on behalf of the Client or have an affiliate of NXG absorb such expenses on behalf of the Client. NXG also invests Client assets in unaffiliated mutual funds, exchange traded funds, or exchange traded notes, which charge internal management fees, as disclosed in the prospectus and financial filings for these investments. See “Item 12. Brokerage Practices” for further information. Additional Compensation Neither NXG nor any of its employees accept any compensation, including sales charges or service fees, from any person for the sale of securities or other investment products.

Investment Strategies NXG primarily invests Client Account assets in:

Midstream Energy Companies – These are companies that engage in midstream services in the energy infrastructure sector, including the gathering, transporting, processing, fractionation, storing, refining and distribution of natural resources such as natural gas, natural gas liquids, crude oil, refined petroleum products, biofuels, carbon sequestration, solar, and wind. A company is considered to be a midstream company if at least 50% of its assets, income, sales, or profits are committed to, derived from, or otherwise related to midstream services. NextGen Infrastructure Companies – These are companies that derive at least 50% of their assets, income, revenue, sales, or profits committed to or derived from the ownership, operation, management, construction, development, servicing, or financing of infrastructure assets. Infrastructure assets include energy infrastructure assets, industrial infrastructure assets, sustainable infrastructure assets and technology, and communication infrastructure assets. o Energy infrastructure assets are physical structures and networks used for the transportation, storage, and transmission of energy. Examples of energy infrastructure assets include: electricity transmission and distribution lines, and facilities used in gathering, treating, processing, fractionation, transportation, and storage of hydrocarbon products. o Industrial infrastructure assets are structures that facilitate the transportation of goods and people, logistics assets, and assets that improve productivity through automation of existing capacity or materials critical to

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establish these networks. Examples of industrial infrastructure assets include toll roads, bridges, tunnels, airports, seaports, railroads, water and sewage treatment facilities, and distribution pipelines. Additional examples include communication towers, cables and satellites, and security systems related to the foregoing assets. Sustainable infrastructure assets consist of renewable energy infrastructure assets. Examples of sustainable infrastructure assets include power generation from renewable and other clean energy sources, such as utility scale and distributed solar power, wind, hydroelectric, and geothermal power. Additional examples include renewable energy storage and electric vehicle charging networks, as well as waste collection and recycling, water purification, and desalinization. Technology and communication infrastructure assets consist of assets, systems and technologies that collect, enable, analyze, optimize, automate, transmit, and secure data that allows businesses and other organizations to operate. Examples include data centers, cloud hosting, database systems, transactional and financial backend systems, customer relationship management systems, smart city technologies, network security and cybersecurity, automation systems, human resource and workforce management, and industry specific infrastructure software.

NXG generally makes equity investments in a mix of publicly traded securities and non-readily marketable securities issued by public or private companies. For certain strategies, NXG seeks to hedge various risks, such as overall market, interest rate, and commodity price risk, through the use of derivative contracts. In the course of pursuing these investment strategies, NXG may employ techniques such as short selling, and has the ability to use a variety of financial products, including exchange-listed and over-the counter put and call options on securities, equity and fixed-income indices and other instruments, futures contracts and options thereon, and enter into specialized transactions such as swaps, caps, floors or collars. NXG also has the ability to invest in securities of closed-end or open-end registered investment companies (including ETFs), as well as exchange traded notes (“ETNs”), which seek to track the total return of an underlying index or benchmark. In addition, certain portfolios managed by NXG seek to increase current income and capital appreciation by utilizing leverage. NXG offers the following investment strategies for Managed Accounts, where applicable:

Midstream Strategy – Invests in a portfolio of primarily midstream companies, seeking to produce a high after-tax total return through a combination of growth and current income. NextGen Infrastructure Strategy – Invests in a portfolio of infrastructure companies, including next generation infrastructure companies, with a focus on total return.

Investment Process The NXG investment team has developed a comprehensive investment process that begins with detailed, fundamental research analysis and identification of the developing trends. Portfolio construction incorporates research and trend analysis with a proprietary risk management protocol to build a customized portfolio for each Client Account that seeks to provide total returns according to the strategy mandate. NXG’s active portfolio management approach relies upon its investment management and industry expertise to identify absolute and relative value investments that, in NXG’s view, present the best opportunities. The results of NXG’s risk management and comprehensive investment process influence the weightings of positions held by each Client Account. Fundamental analysis. NXG utilizes a team of dedicated industry analysts to perform detailed analyses of potential investments for Client Accounts. The fundamental investment process begins with a thorough top-down evaluation of each investable subsector, including underlying economics and policy considerations, to determine relative attractiveness among sectors and subsectors. Qualitative analysis. After establishing an investment thesis on the relevant subsectors, individual securities are chosen based on suitability and issuer fundamentals, consisting of financial projections, valuations and other considerations. NXG may create proprietary financial models designed to help forecast company earnings, growth potential, valuation targets, and to

identify investment risks. Quantitative analysis considerations. NXG’s security selection process involves discussions by the investment team regarding the results of the quantitative analysis considerations along with the qualitative characteristics of current and potential portfolio holdings. These qualitative characteristics include, but are not limited to, asset-related strengths and weaknesses, market and subsector sentiment, the strength of issuer management, and potential impact of regulatory policy or tax changes. Responsible Investing (“RI”) analysis considerations. NXG believes that environmental, social, and governance (“ESG”) factors are material to the investment process and that RI requires us to give consideration to such factors when acting on behalf of our clients. Consequently, we have adopted a RI Policy to integrate consideration of ESG factors into Firm-wide practices with the goal of producing positive benefits for our clients, consistent with our principles regarding optimal portfolio construction, risk management, and long-term investment performance. NXG’s investment teams maintain the philosophy that rigorous, multidimensional research is an essential foundation when constructing portfolios designed to produce superior risk-adjusted returns. The Firm considers ESG factors as potential sources of both risk and opportunity. We acknowledge that industry-wide standards of ESG analysis are still in their early stages and vary significantly by firm, industry, and region (among other factors), but we seek to improve our research process and enhance our ability to achieve superior returns for our clients by incorporating these factors into our investment process. Our investment process is comprised of both bottom-up (company-driven) and top-down (industry-driven) fundamental research, which we believe ultimately leads us to more fully recognize the ESG-related factors that affect a potential investment’s value. We do not explicitly screen for specific ESG criteria, seeking instead to acquire investments that we believe have the opportunity to achieve outstanding returns due to the mispricing of risks and opportunities, including those related to ESG. Although we do not exclude companies from our investment process based on ESG factors, we have the ability to cater to any client-mandated restrictions that direct these types of screens. (See our RI Policy, available upon request, for more information.) NXG typically constructs portfolios that it believes will have the highest risk/reward performance over the next six (6) to twenty-four (24) months. NXG’s buy discipline incorporates liquidity and pricing tolerances for each investment. The Firm’s sell discipline is based on a combination of price appreciation based on initial price targets, relative valuation metrics, and macro issues which could impact the original thesis. An overlay to the investment process is NXG’s risk management function, which is designed to provide independent oversight of the portfolio management process. NXG maintains a dedicated risk management team, including professionals with FRM and CFA designations. The risk management team monitors Client portfolios for macroeconomic risks, such as geopolitical concerns, credit spreads, currency and commodity price exposure, as well as investment-specific risks, such as value at risk (“VaR”), liquidity, sector concentration, and position exposure. Investment Strategy Risks The principal risks associated with NXG’s investment strategies are: Market Risk. Investing involves market risk, including the possible loss of a Client’s entire investment. The value of Client Account investments fluctuates because of changes in the markets in which the Client Account invests, which may cause Client Accounts to underperform other accounts with similar objectives. At various times in the past, volatile market conditions have had a dramatic effect on the value of securities. In addition, terrorist attacks, other acts of violence or war,

health epidemics or pandemics, earthquakes, hurricanes and other natural or human disasters could have broad adverse social, political, and economic effects on the global economy, which could negatively impact the value of Client Account investments. Client Accounts, at any point in time may be worth less than at the time of original investment, even after taking into account the reinvestment of dividends. Even when the value of the securities when sold is greater than the price paid, there is the risk that the appreciation will be less than the rate of inflation. Equity Securities Risk. Equity securities can be affected by macroeconomic, political, global and other factors affecting the stock market in general, expectations of interest rates, investor sentiment towards the issuer or the industry or sector in which such issuer operates, changes in a particular issuer’s financial condition, or unfavorable or unanticipated poor performance of a particular issuer. Prices of equity securities can also be affected by fundamentals unique to the partnership or company, including earnings power and coverage ratios. Natural Resources Risks. Midstream companies and other natural resources sector companies are subject to certain risks, including, but not limited to, the following:

Commodity price volatility (as further discussed below under Concentration Risk) Changes in production and demand for natural resources Global political instability Supply constraints Regulatory changes Weather interruptions Environmental costs and liabilities Catastrophe risk

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NXG provides investment management services through Private Funds, Open-End Funds, Closed-End Funds, and, on a limited basis, through Managed Accounts, which are NXG’s clients. Investors in pooled investment vehicles and Managed Accounts (to the extent offered) include:

Financial institutions and other institutional investors Family offices

High net worth individuals Foundations, endowments, and other charitable organizations Corporate pension and profit-sharing plans

Governmental pension and profit-sharing plans

Each of NXG’s pooled investment vehicles has a stated minimum investment requirement as outlined in the applicable fund’s offering documents. The typical minimum account size for Managed Accounts is $250,000; however, Managed Accounts are offered on a limited basis and NXG retains discretion to accept accounts with a lower initial minimum account size.

NXG manages both long-only and long-short Client accounts on a side-by-side basis. In some cases, NXG is entitled to receive performance-based compensation from long-short Client Accounts. NXG can potentially receive higher fees from Client Accounts with performance-based compensation than from Client Accounts that only pay an asset-based fee. The management of long-only and long-short Client Accounts on a side-by-side basis creates several potential conflicts of interest for NXG, including, among others: (a) NXG could potentially direct non-performance compensation paying long-only Client Accounts to purchase a security held by performance compensation paying long-short Client Accounts in an attempt to drive up the price for the benefit of the performance compensation paying long-short Client Accounts, (b) NXG could direct performance compensation paying long-short Client Accounts to sell or “short” a security immediately before nonperformance compensation paying long-only Client Accounts sell their position in order to benefit as the subsequent sales drive down the price, or (c) NXG could choose to direct its best investment ideas to Client Accounts that pay a performancebased compensation or allocate or sequence trades in favor of performance-based compensation accounts. NXG strives to manage these potential conflicts as follows:

When NXG determines that it would be appropriate for a performance-based compensation Client Account and one or more other Client Accounts to participate in an investment opportunity, NXG will seek to execute orders for all of the participating Client Accounts on an equitable basis.

If NXG is investing in the same security at the same time for more than one Client Account, NXG generally seeks to place combined orders (except for short-sale orders1) for all participating Client Accounts simultaneously.

If an order on behalf of more than one Client Account cannot be fully executed under prevailing market conditions, NXG will seek to allocate the trade among the different participating Client Accounts in a manner it considers equitable.

In general, agency cross trades among Client Accounts are not permitted, and internal cross trades are permitted only with prior approval of the Firm’s Chief Compliance Officer.

In general, NXG will seek to process short sale orders and orders to purchase to cover short sales after completing non-short sale orders. If a short sale order is received while a non-short sale order is being processed for the same security or a non-short sale order is received while a short sale order is being processed for the same security, NXG will seek to execute each order in an equitable manner.

Compensation of NXG traders is not directly tied to the performance of any particular portfolio. This structure is intended to incentivize traders to act in the best interests of all Clients when executing portfolio trades, regardless of fee type.

NXG’s Brokerage Review Committee conducts periodic reviews of allocations to ensure that no performance-based compensation Client Account is systematically favored over Client Accounts not subject to a performance-based compensation.

Certain NXG employees, including the Firm’s management personnel responsible for institutional and retail sales, are registered representatives of Foreside Fund Services, LLC, a broker-dealer unaffiliated with NXG. As registered

representatives, these employees engage in activities related to the distribution of products and services offered by NXG. NXG is not registered with the Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator or commodity trading advisor, in reliance upon available exemptions. Mutual Funds NXG also serves as the subadvisor to the NYLI Cushing® MLP Premier Fund, an open-end registered investment company. Closed-End Funds NXG serves as the investment adviser to two exchange-listed closed-end registered investment companies: NXG Cushing® Midstream Energy Fund (formerly known as The Cushing® MLP & Infrastructure Total Return Fund) and NXG NextGen Infrastructure Income Fund (formerly known as The Cushing® NextGen Infrastructure Income Fund.) NXG manages potential conflicts of interest arising from its management of different types of Client Accounts by allocating investment opportunities in accordance with its allocation policies and procedures, as further described under “PerformanceBased Fees and Side-by-Side Management.” Private Funds NXG serves as the investment adviser to and is the general partner of the Cushing® Fund, LP. (“TCF”). The Firm’s principals, employees and affiliates collectively have a controlling interest in TCF. NXG also serves as the investment adviser to Swank Investment Partners, LP (“SIP”), a proprietary collective investment vehicle controlled by Firm principals, employees and affiliates, which currently holds a limited number of legacy investments that continue to be managed by NXG. To the extent that TCF and SIP make investments in the same or similar securities as other Client Accounts, there is the possibility for conflicts of interest. NXG has adopted policies and procedures, as further described under “Performance-Based Fees and Side-by-Side Management,” to ensure that all Client Accounts are managed in accordance with each Client’s investment objectives and guidelines and that none of TCF, SIP, or any Client Account is inappropriately favored over another. NXG does not recommend other investment advisers to its Clients.

Trading

Code of Ethics, Participation or Interest in Client Transactions and Personal

Code of Ethics and Personal Trading NXG has adopted a Code of Ethics and Personal Trading Policy (the “Code”) to ensure that the Firm’s officers, employees, and any other persons who provide advice on behalf of NXG and are subject to NXG’s supervision and control (“Supervised Persons”), are aware of the fiduciary duty that they and the Firm owe to Clients to place the interests of Clients above their own personal interests. The Code addresses potential conflicts of interest and sets forth policies and procedures applicable to all Supervised Persons regarding personal securities trading, receipt and provision of gifts and business entertainment and involvement in outside activities. The Code’s gift and business entertainment provisions limit the ability of Supervised Persons to give and receive gifts and business entertainment and require reporting of all gifts and entertainment given or received above a de minimis amount. NXG and its professionals may come into contact with material non-public information in connection with their advisory and portfolio management activities. In addition, certain NXG investment professionals, from time to time, serve as directors of publicly and privately held companies whose securities are purchased for NXG’s Clients. As corporate insiders, these persons may receive material non-public information concerning a company’s operations or securities offerings. The Code contains procedures designed to prevent the misuse of material non-public information, including, among other things, the use and

maintenance of a restricted trading list and trading restrictions during specific periods. NXG may be prevented from making a recommendation to a Client Account regarding the buying or selling of a position because of restrictions placed on NXG due to this restricted trading policy. These restrictions could be detrimental to a Client Account because the Client Account could be prevented from buying a security whose price is rising or selling a security whose price is declining. The Code restricts the personal securities transactions of all Supervised Persons and requires full disclosure of all brokerage accounts in which Supervised Persons have any beneficial interest. Except in limited circumstances, the Code requires that Supervised Persons obtain pre-approval of their personal securities trades (including initial public offerings and private placements) from the Firm’s compliance department. The request for pre-clearance will be denied if (i) a Client trade in the same issuer has occurred within seven (7) calendar days prior to the request or a Client trade is contemplated to occur within seven (7) calendar days after the date of the request; (ii) the issuer is included in the Firm’s restricted list, or (iii) the compliance department determines that the proposed transaction appears to pose a conflict of interest or otherwise appears improper. In addition, with certain exceptions, Supervised Persons are prohibited from engaging in the purchase and subsequent sale, or the sale and subsequent purchase, of the same (or equivalent) covered security within thirty (30) calendar days. All Supervised Persons must report their personal securities trades and holdings on a regular basis to the Firm’s compliance department. In addition, all Supervised Persons are required to promptly report any known violation or potential violation of the Code of which they are aware to the Firm’s compliance department. Supervised Persons are encouraged to report exceptions to, or potential violations of, the Code (whether committed by themselves or others), as well as any other potential illegal or unethical behavior, to either the Firm’s compliance department or the SEC. NXG does not permit retaliation of any kind against a person who, in good faith, reports a violation of the Code. NXG will provide a copy of the Code at no charge to Clients and others upon request. Participation in Client Transactions NXG buys and sells for its Managed Account Client(s) securities of issuers in which affiliated Private Funds and Closed-End Funds or other related persons have the ability to invest. Due to different fee arrangements among Client Accounts, NXG has a potential incentive to favor certain Client Accounts over others when allocating trades among Client Accounts. NXG strives to manage these potential conflicts through trade order aggregation and allocation policies and procedures designed to ensure that trades are allocated among Client Accounts in a fair and equitable manner. From time to time, NXG recommends that its Clients invest in (i) Private Funds for which NXG acts as the general partner or investment manager or (ii) Mutual Funds or Closed-End Funds for which NXG acts as an investment adviser or investment sub-adviser (collectively, “Affiliated Funds”). Investing in Affiliated Funds creates a conflict of interest because NXG could benefit from the investment by receiving additional management fees and performance-based compensation. NXG’s relationship with each Affiliated Fund and the fees it is entitled to receive are disclosed in the relevant Affiliated Fund offering memorandum or prospectus, as applicable. If a Private Fund or Managed Account Client invests in an Affiliated Fund, NXG will waive its management fee on the Private Fund or Managed Account Client’s investment in the Affiliated Fund for the duration of the investment in the Affiliated Fund. In general, NXG and its principals seek to avoid engaging in securities transactions with Client Accounts. NXG and its affiliates invest in securities in which NXG has also invested Client assets on a side-by-side basis, either directly in an equitable manner in compliance with its trade allocation policies or through special purpose vehicles. NXG and its affiliates may purchase or sell such securities only contemporaneously with or after all Clients’ purchase or sale of such securities, as the case may be. NXG and its principals, through their ownership interest in certain Private Funds, could be deemed a related person of such an entity (a “Principal Account”). In general, NXG does not seek to enter into transactions between its Principal Accounts

and any Managed Account or Private Funds (each, a “Principal Transaction”). NXG will engage in a Principal Transaction involving a Managed Account or Private Fund only if the proposed transaction is in the best interest of each Client Account involved in the transaction and is consistent with applicable Client investment guidelines, NXG’s policies and procedures regarding Principal Transactions, and applicable laws and regulations. All Principal Transactions will be disclosed to such Client Accounts in writing before the completion of the transaction and the consent of the Client obtained. NXG will effect a pre-arranged cross transaction among two Client Accounts only in compliance with each Client’s investment restrictions, NXG’s policies and procedures regarding cross trades and applicable laws and regulations. Additionally, a cross trade that involves a Closed-End Fund shall only be permissible if the trade complies with the Rule 17a-7 procedures set forth in the Cushing Registered Funds Compliance Manual. Neither NXG nor any related person involved in the trade will receive compensation for these trades.

Broker Selection and Best Execution Except as directed otherwise by the Client, NXG has complete investment and brokerage discretion over transactions in discretionary Client Accounts. In selecting a broker for transactions in discretionary Client Accounts, the Firm uses its best judgment to choose the broker most capable of providing “best execution.” As a general definition, “best execution” is the execution of Client Account trades at the best net results under the circumstances. Best execution requires the placement of trades in a manner that is intended to maximize the value of the Client Account’s investment objectives. In seeking the best price and execution quality, traders consider not only the commission rate, spread or other compensation paid, but, among other things, the price at which the transaction is executed, speed of execution, ability to handle large trades or thinly traded issuers in a timely manner and customer responsiveness, bearing in mind that it may be in the Client Account’s best interest to pay a higher commission, spread or other compensation in order to receive better execution. Brokers are selected on the basis of an evaluation by the Firm of the overall value and quality of the brokerage services provided by these firms to Client Accounts. NXG selects brokers for direct securities transactions based on a number of factors, including the following:

the ability to effect prompt and reliable executions at favorable prices (including the applicable dealer spread or commission, if any); the operational efficiency with which transactions are effected, taking into account the size of the order and difficulty of execution; the financial strength, integrity and stability of the broker; the broker’s risk in positioning a block of securities; the quality, comprehensiveness and frequency of available research services and other services considered by the Firm to be of value; and the competitiveness of commission rates in comparison with other brokers satisfying NXG’s other selection criteria.

In selecting brokers, NXG does not consider whether the firm or a related person receives client or investor referrals from the broker or a related third party. Orders for UMA Client Accounts are executed pursuant to Sponsor-directed brokerage arrangements. NXG provides notice to the Sponsor of changes to the model portfolio but does not have control over the implementation of investment decisions and has no trading authority for the underlying accounts. The Sponsor has the discretion and responsibility to execute the trades recommended in the model portfolio.

Research and Soft Dollar Benefits Research and other products and services received from brokers include both services generated internally by a broker’s own research staff as well as services obtained by the broker from a third-party research firm. Research services furnished by brokers can be in the form of written information and analyses concerning specific securities, companies or sectors; market, financial and economic studies and forecasts; statistics and pricing or appraisal services; specialized news services; discussions with research personnel; and invitations to attend conferences or meetings with management or industry consultants. Research services are used for all Client Accounts, even though certain Clients have not paid direct commissions to the brokers who provided the research. NXG is a party to “soft dollar” arrangements with one primary brokerage firm. Pursuant to this arrangement, the cost of certain research and other services and products used by NXG or its affiliates is paid for with commissions generated by direct securities transactions through this brokerage firm for Client Accounts. NXG receives a benefit because it does not have to produce or pay for the research services itself. Consequently, NXG has an incentive to select this broker based on its desire to receive research services rather than a desire to obtain the most favorable execution in the Clients’ best interest. It is NXG’s policy to retain the ability to pay higher prices for the purchase of securities from or accept lower prices for the sale of securities to brokerage firms that provide it with this investment and research information or to pay higher commissions to these firms if NXG has determined that the broker is providing best execution based on the factors described in “Broker Selection and Best Execution” above. In the event that NXG utilizes allocations of commission dollars, it will do so solely to pay for products or services that qualify as “research and brokerage services” within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended. NXG uses “soft dollar” benefits to serve all Client Accounts, and not only those that paid for the benefits. In addition, NXG does not seek to allocate “soft dollar” benefits to Client Accounts proportionately to the credits the Client Accounts generate. Finally, NXG does not have any commitments or understandings to trade with specific brokers or to generate a specified level of brokerage commission with a particular broker in order to receive brokerage or research services. Trade Allocation NXG has a policy that provides for allocation of Client Account trades in a manner that treats each Client Account fairly and equitably on a pro-rata basis, based on the size of the participating Client Account(s) and their investable capital. The Firm’s traders are generally responsible for executing trade orders in accordance with the Firm’s policy and procedures. Account performance or affiliation of the Firm or its principals with a Client Account shall never be a factor considered in trade allocations and allocation of trades will not be given to any Client Account based solely on a favorable execution or on any relationship a Client Account has with another party. Except as otherwise indicated below, if NXG has determined to invest in the same direction in the same security at the same time for more than one of its Client Accounts, NXG will generally seek to place orders for all such accounts simultaneously. If all such orders are not filled at the same price, NXG will, to the greatest extent possible, allocate the trades such that the order for each participating Client Account is filled at the same average price. Similarly, if an order on behalf of more than one participating Client Account cannot be fully executed under prevailing market conditions, NXG will allocate the trades among the different Client Accounts on a basis that it considers equitable. The Firm places orders for its discretionary Client Accounts, including Managed Accounts, through a centralized order management system (“OMS”), and communicates changes to UMA Client Accounts separately from transactions for discretionary Client Accounts. In circumstances where orders are placed in the same securities at the same time for institutional Client Accounts and Managed Accounts, such discretionary Client Accounts may be traded contemporaneously through the OMS, while model portfolio changes for UMA Client Accounts are implemented separately by the Sponsor. Because NXG does not control the timing, pricing, or execution of transactions for UMA Client Accounts, execution results for

such accounts may differ from those of discretionary Client Accounts traded through the OMS. Market conditions, liquidity, order size, and the Sponsor’s execution practices may result in differences in execution timing and prices among Client Accounts. NXG seeks to manage these differences in a manner it believes is fair and equitable and consistent with its allocation policies and procedures. Directed Brokerage A Client of NXG may require or strongly suggest that trades be directed to a particular broker. In addition, when NXG participates as a model portfolio provider in the UMA, NXG provides notice to the Sponsor of changes to the model portfolio but does not have control over the implementation of investment decisions and has no trading authority for the underlying accounts. The Sponsor of the UMA has the discretion and responsibility to execute trades recommended in the model portfolio. As a result, trades for UMA Client Accounts may not be combined with, and may be implemented at different times than, orders for the same securities for other Client Accounts managed by NXG. Accordingly, directed brokerage UMA Client Account trades are subject to price movements, particularly in volatile markets, that could result in the Client Account receiving a price that is less favorable than the price obtained for other Client Accounts. Clients who participate in the UMA should be aware that the arrangement could result in failure to achieve best execution in some transactions. Trade Aggregation Subject to the limitations described below, orders for the same security entered on behalf of more than one Client Account will generally be aggregated (i.e., blocked or bunched) in order to seek more favorable prices, lower brokerage commissions or obtain more efficient execution, subject to the aggregation being in the best interests of all participating Client Accounts. There is no obligation to include any Client Account in a bunched order unless the trader or portfolio manager believes it is in the Client Account’s best interest. Instances in which Client Account orders will not be aggregated include, but are not limited to, the following: (a) Client directs the Firm to use one or more specific broker-dealers (in which case such orders shall be separately effected), (b) the transaction involved and/or Client Account structure requires execution through a specific broker-dealer (e.g. MLP total return swaps); (c) the trader or portfolio manager determines that aggregation is not appropriate because of market conditions, (d) transactions must be effected at different prices (typically due to limits or timing differences), making aggregation unfeasible, or (e) NXG would be prohibited from aggregating trades due to legal or contractual restrictions, such as, for example, prohibitions from engaging in joint transactions with affiliates under the Investment Company Act of 1940, as amended. Model portfolio changes for UMA Client Accounts are not combined with orders for other Client Accounts managed by NXG. NXG does not have trading authority over UMA Client Accounts and does not control the timing or execution of trades implemented by the Sponsor, which may result in such trades being effected at different times or prices than those obtained for other Client Accounts. In making the determination to aggregate trades, the trader or portfolio manager considers a number of factors, including, but not limited to: the Client Account’s investment objectives and policies, investment guidelines, liquidity requirements, cash flow, timing of receipt of trading instructions from portfolio managers, market conditions, legal or regulatory restrictions and the nature and size of the bunched order. Limited Offerings Sensitive allocation issues arise when NXG is given the opportunity to participate on behalf of Client Accounts in initial public offerings (“IPOs”), secondary offerings, limited participation block trades, investments in securities exempt from registration under the Securities Act of 1933, as amended, including Private Investment in Public Equity (“PIPE”) offerings, and other limited investment opportunities (collectively, “Limited Offerings”), since these Limited Offerings provide the potential of an immediate profit and other conflicts of interest. In general, the proposed allocation will be pro rata among eligible participating Client Accounts (UMA Client Accounts are not eligible to participate in Limited Offerings). However, the proposed allocation will also take into consideration other relevant factors including, but not limited to, the size of each Client Account’s proposed allocation, liquidity needs, cash flow, regulatory restrictions and previous allocations.

NXG’s Brokerage Review Committee conducts periodic reviews of allocations to ensure that no particular Client Account or group of Client Accounts is being systematically favored or harmed in the selection and allocation of investment opportunities.

From time to time, NXG may enter into agreements with unaffiliated broker-dealers or investment advisers regarding the solicitation and referral of certain Managed Account Clients (if any) or investors in Private Funds to NXG for compensation. NXG does not currently have any such arrangements. To the extent NXG were to enter into such arrangements, NXG would pay a percentage of the management fee and/or performance fee collected from the Client Account to a referring brokerdealer or investment adviser. To the extent that this compensation is deemed a solicitation fee, the compensation would be disclosed in writing to the prospective Client or their authorized designees in accordance with applicable regulations. NXG may attend events sponsored by custodians, broker-dealers, or other service providers. These events may include access to potential investors, which could create an incentive to maintain relationships with such providers. NXG will select service providers based on the best interests of its Clients.

On September 14, 2018, the SEC accepted NXG’s offer to resolve an investigation into whether certain trades in December 2012 involving an affiliated hedge fund and registered investment companies constituted prohibited cross trades in violation of Section 17(a)(1) of the Investment Company Act of 1940. NXG cooperated fully with the SEC’s inquiry into this matter and, without admitting or denying the SEC’s findings in an administrative cease and desist order, agreed to cease and desist from committing or causing any violations of, and any future violations of, Section 17(a)(1) of the Investment Company Act and to pay a civil money penalty of $100,000.

Portfolio managers perform periodic reviews of each Client Account as needed based on the Clients’ objectives to ensure consistency with Client objectives and restrictions. In addition, NXG’s compliance department monitors trading activity in Client Accounts to compare with regulatory and Client mandates. NXG issues periodic written reports to Clients. These reports generally include a discussion of investment performance along with data related to the Client Account. Investors in Private Funds receive quarterly statements containing statistical data regarding their account along with commentary highlighting the developments for the period.

NXG does not provide custodial services to its Clients. All Client assets are held with “qualified custodians.” Managed Account Clients receive statements directly from the qualified custodians on at least a quarterly basis. NXG currently maintains a limited number of Managed Accounts. These Clients are urged to carefully review custodian statements and compare the information with reports provided by NXG. Information in reports provided by NXG to Managed Account Clients can vary from custodial statements based on accounting procedures, reporting dates or valuation methodologies of certain securities. NXG is deemed to have custody with respect to its Private Funds as an affiliate serves as the general partner. Investors in Private Funds receive quarterly statements from NXG and audited financial statements within 120 days following the end of the fund’s fiscal year. Audited financial statements are prepared by an independent accounting firm that is registered and subject to inspection by the Public Company Accounting Oversight Board.

Generally, NXG is retained on a discretionary basis and has full authority to manage the assets in each Client Account. NXG observes all investment limitations and restrictions that are outlined in each Client Account’s investment management agreement and organizational documents. In addition, NXG has a relationship with the Sponsor whereby it provides nondiscretionary model portfolio recommendations to the Sponsor, which are implemented by the Sponsor. NXG may also provide non-discretionary investment advice to other Clients, which may include providing model portfolios or obtaining client approval prior to executing trades.

NXG typically accepts authority to vote proxies on behalf of its Client Accounts. The major proxy-related issues generally fall within six categories:

corporate governance, takeover defenses, compensation plans, capital structure, social responsibility, and environmental protection

NXG will cast votes for proxies related to these matters on a case-by-case basis. NXG will generally vote in favor of matters that follow an agreeable corporate strategic direction, support an ownership structure that enhances shareholder value without diluting management’s accountability to shareholders and/or present compensation plans that are commensurate with enhanced manager performance and market practices. In evaluating environmental and social responsibility proxy questions, the Firm will consider current and expected industry practices, with a bias towards enhancing the long-term value of the investment. If a proxy vote creates a material conflict between the interests of NXG and a Client, NXG will resolve the conflict before voting the proxy. NXG will either disclose the conflict to the Client and obtain the Client’s consent or take other steps designed to ensure that a decision to vote the proxy was based on the Firm’s determination of the Client’s best interest. NXG does not use third party proxy voting services. A copy of NXG’s proxy voting policy is available to Clients upon request. Further, Clients may request a record of how proxies have been voted on their behalf.

NXG is not required to provide a balance sheet for its most recent fiscal year, as it does not require or solicit prepayment of more than $1,200 in fees per Client, six months or more in advance. NXG has pledged its ownership interest in certain Private Funds to a financial institution as collateral for a line of credit for working capital purposes. In connection with NXG Investment Management’s internal ownership transition, NXG Investment Management entered into additional debt financing arrangements. NXG Investment Management believes that neither these financing arrangements, the line of credit, nor any other financial commitment impairs its ability to meet its contractual and fiduciary commitments to clients. NXG Investment Management has never been the subject of a bankruptcy proceeding.