SecProbe.io

CORRESP
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[Letterhead of Skadden, Arps, Slate, Meagher &
Flom LLP]

November 7, 2023

Kimberly Browning

Megan Miller

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    NXG Cushing Midstream Energy Fund –

    Pre-Effective Amendment No. 2 to Registration Statement

    on Form N-2 (File No. 333-273954)

Dear Ms. Browning and Ms. Miller:

We are in receipt of the telephonic comments of the
staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) regarding Pre-Effective Amendment No.
2 (the “Amendment”) to the Registration Statement on Form N-2 (the “Registration Statement”) of NXG Cushing Midstream
Energy Fund (the “Fund”) that was filed with the SEC on October 26, 2023.

The Fund has considered your comments and authorized
us to make on its behalf the responses discussed below. For ease of reference, your comments are set forth below in bold font and are
followed by the corresponding response.

Changes to disclosure referenced below will be reflected
in the definitive Prospectus and SAI for the Fund which will be filed pursuant to Rule 424.

Capitalized terms not otherwise defined in this response
letter have the meaning given to them in the Registration Statement.

 1. With respect to the Fund’s response regarding clarifying industry and sector with respect to the Fund’s investment
policies and investment restriction regarding industry concentration, the Staff does not necessarily agree with the Fund’s approach,
but will not be commenting further at this time.

The Fund acknowledges the Staff’s position.

 2. In the Fund’s investment restriction regarding industry concentration, the Fund states that it will concentrate “in
normal circumstances.” Delete “in normal circumstances” or explain how you would clarify the meaning of this language.

In the Prospectus, the Fund
discloses that “When adverse market, economic, political or other conditions dictate a more defensive investment strategy, the Fund
may, on a temporary basis, hold cash or invest a portion or all of its assets in money-market instruments, including obligations of the
U.S. government, its agencies or instrumentalities, other high-quality debt securities, including prime commercial paper, repurchase agreements
and bank obligations, such as bankers’ acceptances and certificates of deposit.” The language in the concentration restriction
was intended to capture such times when the Fund may be invested in cash or other short-term defensive investments.

The Fund will revise the final paragraph under
the heading “Investment Restrictions” in the SAI as follows:

“With respect to investment restriction
#2 above:, in normal circumstances,

 • the Fund invests more than 25% of its assets (which for purposes of such limitation means the total assets of the Fund) in issuers
in the natural resources industry, which for purposes of investment restriction #2 includes the industry or group of related industries
that make up the natural resources sector. Midstream energy companies, including MLPs, in which the Fund invests typically
operate in the industry or group of related industries that make up the natural resources sector;

 • ‘normal circumstances’ as used in investment restriction #2 above means
all times except for when adverse market, economic, political or other conditions dictate a more defensive investment strategy, during
which the Fund may, on a temporary basis, hold cash or invest a portion or all of its assets in money-market instruments, including obligations
of the U.S. government, its agencies or instrumentalities, and other high-quality debt securities.”

 3. In the final paragraph under the heading “Investment Restrictions” in the SAI, delete the word “typically.”

The Fund will revise the disclosure as requested.

 4. Under “Management of the Fund—Board of Trustees” in the SAI add a heading to the chart for Independent Trustees.

The Fund will revise the chart as requested.

 5. Revise the first sentence on the inside front cover page to eliminate the run on sentence.

The Fund will revise the first sentence on
the inside front cover page to state that:

“The Fund invests in equity and debt securities
of U.S. and non-U.S. midstream energy companies, and invests in
U.S. and non-U.S. securities and in issuers of any market capitalization size.”

 6 With respect to the presentation of footnote 5 to the Summary of Fund Expenses table, the Staff does not necessarily agree with
the Fund’s approach, but will not be commenting further at this time.

The Fund acknowledges the Staff’s position.

Additionally, the Fund confirms that, while
the formatting does not appear as such in the EDGAR filing of the Amendment, in the typeset final prospectus footnote 5 (including the
tabular information contained therein) will be presented in the same font as the rest of the footnotes, which is a smaller font than the
fee table, and the tabular information contained in footnote 5 will be indented so as to make it clear that it is a part of the footnote.

    2

 7 With respect to Response #14 in the Fund’s prior response letter dated October 26, 2023, please advise whether the Fund’s
governing documents define a fiduciary duty.

The Fund’s governing documents do not
specify any fiduciary duty standard and therefore do not expand, restrict or eliminate the fiduciary duties applicable with respect to
a Delaware statutory trust under Delaware statutory trust law.

 8. With respect to the Control Share Statute, please disclose whether the Board has determined whether the provisions of such statute
are in best interests of the Fund and is shareholders.

The Fund will revise disclosure in the fifth
and sixth paragraphs under the heading “Certain Provisions of Delaware Law, the Declaration of Trust and By-Laws—Delaware
Control Share Statute” in the Prospectus as follows:

“Alternatively, the Board of Trustees is
permitted, but not obligated, to exempt specific acquisitions or classes of acquisitions of control shares, either in advance or retroactively.
As of the date hereof, tThe Board of Trustees has considered
the Control Share Statute. As of the date hereof, the Board of Trustees has not received
notice of the occurrence of a control share acquisition nor has been requested to exempt any acquisition. Therefore, the Board has not
determined whether the application of Control Share Statute to an acquisition of Fund shares is in the best interest of the Fund and its
shareholders and has not exempted, and has no present intention to exempt, any acquisition or class of acquisitions. The
Fund should not be viewed as a vehicle for trading purposes. It is designed primarily for risk-tolerant long-term investors. If
the Board of Trustees receives a notice of a control share acquisition and/or
a request to exempt any acquisition, it will consider whether the application of the
Control Share Statute or the granting of such an exemption would be in the best interest of the Fund and its shareholders.
The Fund should not be viewed as a vehicle for trading purposes. It is designed primarily
for risk-tolerant long-term investors.”

 9. Please confirm that the undertaking required by Item 34.6 of Form N-2 is applicable to the Fund and the Fund makes such undertaking.

The Fund confirms that the Item 34.6 is applicable
to the Fund. The Fund notes that in the Amendment the undertaking required by Item 34.6 was included under Item 30 and Item 34.6 was inadvertently
marked as “Not Applicable.”

The Fund herby undertakes, for purposes of
Item 34.6 that:

Insofar as indemnification for liability arising
under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of such issue.

    3

The Fund will revise Item 34.6 accordingly
in any future filings.

Accounting Comments

 10. In the Summary of Fund Expenses table, the line items sum to 4.26%. However, the total annual expenses are shown as 4.25%. Please
revise to eliminate the discrepancy.

The Fund confirms that the discrepancy resulted
from a rounding error. The Total annual expenses line item will be changed to 4.26%. See the revised Summary of Fund Expenses table included
as Appendix A hereto.

 11. In footnote 5 to the Summary of Fund expenses table, the line items sum to 4.26%. However, the total annual expenses are shown
as 4.25%. Please revise to eliminate the discrepancy.

The Fund confirms that the discrepancy resulted
from a rounding error. The Total annual expenses line item will be changed to 4.26% and the Total annual expenses after waiver will be
changed to 4.01%. See the revised Summary of Fund Expenses table included as Appendix A hereto.

 12. We note that the internal footnotes within footnote 5 to the Summary of Fund expenses table do not align with the rest of the footnotes.

The Summary of Fund expenses table, including
footnote 5, will be revised to correct the footnotes. See the revised Summary of Fund Expenses table included as Appendix A hereto.

*
* * * *

    4

Please telephone me at 312-407-0641 with any questions
or comments you may have.

    Sincerely,

    /s/ Kevin Hardy

 cc: NXG Cushing Midstream Energy Fund

John Musgrave

Blake Nelson

Jeff Engelsman

    5

Appendix A

SUMMARY OF FUND EXPENSES

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). 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.

    Shareholder transaction expenses

    Sales load (as a percentage of estimated offering price)
    -%(1)

    Offering expenses borne by the Fund (as a percentage of estimated offering price)
    -%(1)

    Dividend reinvestment plan fees (per transaction sales fee)
    $15.00(2)

    Annual Expenses
    Percentage of Net Assets

 Attributable to Common Shares(3)

    Management fees(4)(5)
    1.52%

    Interest payments on borrowed funds(6)
    1.08%

    Other expenses(7)
    1.66%

    Total annual expenses(8)(5)
    4.254.26%

 (1) If Common Shares
                                            to which this Prospectus relates are sold to or through underwriters, the Prospectus Supplement
                                            will set forth any applicable sales load and the estimated offering expenses borne by the
                                            Fund.

 (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.”

 (3) Based upon net
                                            assets attributable to common shares as of May 31, 2023.

 (4) 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. The fee shown above is based upon outstanding
                                            leverage of 15% of the Fund’s Managed Assets (or 17% of the Fund’s net assets
                                            attributable to common shares). If 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, as a percentage of net assets attributable to common shares would be higher
                                            than as shown above.

 (5) The Investment
                                            Adviser has contractually agreed to waive a portion of the management fee in the 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(3)

    Management fees(3)(4)
    	 1.52%

    Interest payments on borrowed funds(5)(6)
    	 1.08%

    Other expenses(6)(7)
    	 1.66%

    Total annual expenses(4)
    4.254.26%

    Fee Waiver
    (0.25)%

    Total annual expenses after fee waiver
    4.004.01%

 (6) Based upon the
                                            Fund’s outstanding borrowings as of May 31, 2023 of $13.315 million and the interest
                                            rate as of May 31, 2023, of 6.19%.

 (7) “Other
                                            expenses” are estimated based upon those incurred during the fiscal period 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.”