EX-99.2 7 fp0088802-1_ex992.htm

RIGHTS CERTIFICATE #: NUMBER OF RIGHTS

 

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS

SUPPLEMENT DATED JUNE 20, 2024 AND ACCOMPANYING PROSPECTUS (TOGETHER, THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF

THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM EQ FUND SOLUTIONS, LLC, THE INFORMATION AGENT.

 

NXG NEXTGEN INFRASTRUCTURE INCOME FUND

Formed under the laws of the State of Delaware

 

TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE

 

Evidencing Transferable Subscription Rights to Purchase Common Shares of beneficial interest of NXG NextGen Infrastructure Income Fund

 

Estimated Subscription Price:  $[ ] per Share

 

THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME,

ON JULY 17, 2024, UNLESS EXTENDED BY THE FUND

 

REGISTERED  
OWNER:  

 

THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of transferable subscription rights (“Rights”) set forth above. Each whole Right entitles the holder thereof to subscribe for and purchase one Common Share of beneficial interest, par value of $0.001 per share, of NXG Cushing Midstream Energy Fund, a Delaware statutory trust, at an estimated price of $[ ] per share (the “Primary Subscription Privilege”), pursuant to a rights offering (the “Rights Offering”), on the terms and subject to the conditions set forth in the Prospectus and the “Instructions as to Use of NXG NextGen Infrastructure Income Fund Subscription Rights Certificates” accompanying this Subscription Rights Certificate.  If any Common Shares available for purchase in the Rights Offering are not purchased by other holders of Rights   pursuant to the exercise of their Primary Subscription Privilege (the “Excess Shares”), any Rights holder who was a holder or record of Common Shares as of 5:00 P.M. Eastern Time on November 21, 2023 (“Record Date Shareholders”) that exercises its Primary Subscription Privilege in full may subscribe for a number of Excess Shares pursuant to the terms and conditions of the Rights Offering, subject to proration, as described in the Prospectus (the “Over-Subscription Privilege”). The Rights represented by this Subscription Rights Certificate may be exercised by completing Form 1 and any other appropriate forms on the reverse side hereof and by retuning the full payment of the estimated subscription price for each Common Share in accordance with the “Instructions as to Use of NXG NextGen Infrastructure Income Fund Subscription Rights Certificates” that accompany this Subscription Rights Certificate.

 

This Subscription Rights Certificate is not valid unless countersigned by the subscription agent and registered by the registrar.

 

Witness the signatures of the duly authorized officers of NXG NextGen Infrastructure Income Fund.

 

Dated: June 20, 2024

 

     
President and Chief Executive Officer   Chief Financial Officer

 
 

DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE

 

Delivery other than in the manner or to the addresses listed below will not constitute valid delivery.

If delivering by hand:

Equiniti Trust Company, LLC

Attn: Reorganization Department

6201 15th Avenue

Brooklyn, New York 11219

If delivering by mail or overnight courier:

Equiniti Trust Company, LLC

Operations Center

Attn: Reorganization Department

6201 15th Avenue

Brooklyn, New York 11219

 

PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.

 

FORM 1-EXERCISE OF SUBSCRIPTION RIGHTS

 

To subscribe for shares pursuant to your Primary Subscription Privilege, please complete lines (a) and (c) and sign under Form 4 below. To subscribe for shares pursuant to your Over-Subscription Privilege, please also complete line (b) and sign under Form 4 below. To the extent you subscribe for more Shares than you are entitled under either the Primary Subscription Privilege or the Over-Subscription Privilege, you will be deemed to have elected to purchase the maximum number of shares for which you are entitled to subscribe under the Primary Subscription Privilege or Over-Subscription Privilege, as applicable.

 

(a) EXERCISE OF BASIC SUBSCRIPTION RIGHT:

 

I apply for ______________ shares x $[ ] =             $_______________

(no. of new shares) (estimated subscription price)     (amount enclosed)

 

(b) EXERCISE OF OVER-SUBSCRIPTION PRIVILEGE

 

If you are a Record Date Shareholder and have exercised your Primary Subscription Privilege in full and wish to subscribe for additional shares in an amount equal to up to 20% of the Common Shares for which you are otherwise entitled to subscribe pursuant to your Over-Subscription Privilege:

 

I apply for ______________ shares x $[ ] =            $_______________

(no. of new shares) (estimated subscription price)     (amount enclosed)

 

(c) Total Amount of Payment Enclosed = $__________________

 

METHOD OF PAYMENT (CHECK ONE)

 

[   ] Check or bank draft payable to “Equiniti Trust Company, LLC as Subscription Agent.”
[   ] Wire transfer of immediately available funds directly to the account maintained by Equiniti Trust Company, LLC, as Subscription Agent, for purposes of accepting subscriptions in this Rights Offering at JPMorgan Chase Bank, 55 Water Street, New York, New York 10005, ABA #021000021 or Swift Code: CHASUS33, Account # 530-354616 Equiniti Trust Company, LLC FBO NXG NextGen Infrastructure Income Fund, with reference to the rights holder’s name.

 

Please note $[ ] is an estimated subscription price only. The subscription price will be determined as described in the Prospectus.

 

FORM 2-TRANSFER TO DESIGNATED TRANSFEREE

 

To transfer your subscription rights to another person, complete this Form 2 and have your signature guaranteed under Form 5.

 

For value received ______________ of the subscription rights represented by this Subscription Rights Certificate are assigned to:

 

 

 

 

 

 

 

Social Security #  

 

Signature(s):  

 

IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular, without alteration or enlargement, or any other change whatsoever.

FORM 3-DELIVERY TO DIFFERENT ADDRESS

 

If you wish for the Common Shares underlying your subscription rights, a certificate representing unexercised subscription rights or the proceeds of any sale of subscription rights to be delivered to an address different from that shown on the face of this Subscription Rights Certificate, please enter the alternate address below, sign under Form 4 and have your signature guaranteed under Form 5.

 

 

 

 

 

 

 

 

 

 

FORM 4-SIGNATURE

 

TO SUBSCRIBE: I acknowledge that I have received the Prospectus for this Rights Offering and I hereby irrevocably subscribe for the number of shares indicated above on the terms and conditions specified in the Prospectus.

 

Signature(s):  

 

IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular, without alteration or enlargement, or any other change whatsoever.

 

FORM 5-SIGNATURE GUARANTEE

 

This form must be completed if you have completed any portion of Forms 2 or 3.

 

Signature Guaranteed:  
  (Name of Bank or Firm)

 

By:  
  (Signature of Officer)

 

IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan association or credit union) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.

 

FOR INSTRUCTIONS ON THE USE OF NXG NEXTGEN INFRASTRUCTURE INCOME FUND SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT THE INFORMATION AGENT, AT 800 – 207- 2872.