SecProbe.io

CORRESP
 1
 filename1.htm

 Letterhead of Skadden, Arps, Slate, Meagher &
Flom LLP

 April 23, 2025

 U.S. Securities and Exchange Commission

 100 F Street NE

 Washington DC 20549

 Attn: 	Tara Varghese and Eileen Smiley

 RE: Preliminary Proxy Statements, filed on March 10, 2025 by NXG Cushing ® Midstream Energy Fund (File No. 811-22072)
and
NXG NextGen Infrastructure Income Fund (File No. 811-22499)

 Dear Ms. Varghese:

 Thank you for your supplemental
telephonic comments received regarding the preliminary proxy statement (the "Preliminary Proxy Statement") of Cushing ® Midstream
Energy Fund ("SRV") and NXG NextGen Infrastructure Income Fund ("NXG" and together with SRV, each a "Fund"
and together the "Funds"), filed on March 10, 2025 pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the Investment Company Act of 1940, as amended (the "1940 Act"). The Funds have considered your comments
and have authorized us to make on their behalf the responses set forth below. Capitalized terms not defined herein have the definitions
set forth in each Preliminary Proxy Statement.

 Comment 1 Please add the following disclosure to the proxy statement
to clarify that the Funds will not execute the New Advisory Agreement if:

 (i) there is a change of control of Cushing Asset Management LP other than the one specifically described
in this proxy statement;

 (ii) there is another event that occurs that would cause the New Advisory Agreement to terminate pursuant
to the 1940 Act if it were to have been already executed;

 (iii) the change in control that is described in this proxy statement occurs more than one year from the
effective date of the shareholder action described in this proxy statement.

 The Funds have determined
not to submit the New Advisory Contract to shareholders for approval at the 2025 annual meeting of shareholders, and have removed such
proposal from this proxy statement. The Funds intend to submit the New Advisory Contract to shareholders for approval at a subsequent
meeting of shareholders closer in time to the anticipated occurrence of the initial Change of Control Event. In accordance with Rule 14a-6(a),
the Funds intend to file a definitive proxy statement with respect to the election of trustees, which will be the only matter now to be
considered at the 2025 annual meeting of shareholders.

 ***

 1

 Should you have any questions concerning our responses
to your comments, please direct them to the undersigned at (312) 407-0641.

 Sincerely,

 /s/ Kevin T. Hardy

 Kevin T. Hardy

 cc: Blake Nelson
Chief Financial Officer and Treasurer of each Fund

 2

CORRESP
 1
 filename1.htm

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

 March
28, 2025

 U.S. Securities and Exchange Commission
 100 F Street NE
 Washington DC 20549
 Attn: 	Eileen Smiley

 RE: Preliminary Proxy Statements, filed on March 10, 2025 by NXG Cushing ® Midstream Energy Fund (File No. 811-22072) and

NXG NextGen Infrastructure Income Fund (File No. 811-22499)

 Dear Ms. Smiley:

 Thank you for your supplemental
telephonic comments received on March 21, 2025 regarding the preliminary proxy statement (the "Preliminary Proxy Statement")
of Cushing ® Midstream Energy Fund ("SRV") and NXG NextGen Infrastructure Income Fund ("NXG" and
together with SRV, each a "Fund" and together the "Funds"), filed on March 10, 2025 pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the Investment Company Act of 1940, as amended (the "1940
Act"). The Funds have considered your comments and have authorized us to make on their behalf the responses set forth below. Changes
noted below will be reflected in the definitive proxy statement (the "Definitive Proxy Statement") to be filed by the Funds.
Capitalized terms not defined herein have the definitions set forth in each Preliminary Proxy Statement.

 Comment 1 What is the anticipated timing of reaching the 60% interest
threshold?

 As noted in our prior response,
based on current and projected assets under management and revenue of the Adviser, the Change of Control Event that would occur when NXG
Cushing obtains a 60% economic interest in the Adviser is not likely to occur for five or more years. Accordingly, we have revised the
Definitive Proxy Statement to apply only to the initial Change of Control Event that will occur when NXG Cushing acquires a 25% economic
interest in the Adviser and not any future Change of Control Event resulting from the Adviser Ownership Plan.

 Comment 2 In addition to the initial Change of Control Event at 25%
ownership by NXG Cushing, what are other anticipated Change of Control Events will occur pursuant to the Adviser Ownership Plan? Will
there be any change to governance of the Adviser upon NXG Cushing acquiring a 50% interest in the Adviser.

 1

 As noted in our prior response,
no change in the management of the Adviser will occur when NXG Cushing obtains a 50% economic interest in the Adviser. At such time, Swank
Capital will remain the sole general partner of the Adviser. As a result, the next Change of Control Event would occur when NXG Cushing
obtains a 60% economic interest in the Adviser, at which point the general partner of the Adviser will change from Swank Capital to NXG
Cushing.

 Comment 3 Explain supplementally to the staff, given the uncertainty
in the first and subsequent Changes of Control Events, how the proxy statement would comply with the currency of information required
for approval of investment advisory agreements under Item 22(c) of Schedule 14A, including, but not limited to Items 22(c)(1), 22(c)(2),
22(c)(3) and 22(c)(6).

 As noted above, we have
revised the Definitive Proxy Statement to apply only to the initial Change of Control Event that will occur when NXG Cushing acquires
a 25% economic interest in the Adviser and not any future Change of Control Event resulting from the Adviser Ownership Plan, which will
remain subject to future shareholder approval. While the exact date of such initial Change of Control Event is not known, based on current
assets under management and revenues of the Adviser, it is expected to occur during the second quarter of 2026.

 With respect to the currency
of information required by Item 22(c) of Schedule 14A, all such information will be provided as of recent dates prior to the date of the
Definitive Proxy Statement. The terms of the Adviser Ownership Plan are fixed pursuant to a definitive agreement among Jerry Swank, Swank
Capital and NXG Cushing which upon its terms will result in the initial Change of Control Event. The only unknown is the precise timing
of the occurrence of such Change of Control Event. Between now and the occurrence of the initial Change of Control Event, no material
changes are expected regarding the terms of the investment advisory agreement, the Adviser or the relationship between the Adviser and
the Funds, other than in accordance with the Adviser Ownership Plan, as disclosed in the Proxy Statement.

 With respect to the specific
items identified in the Staff's comment:

 · Item 22(c)(1) requires disclosure regarding certain terms of the current advisory agreement. The Funds
state in the Preliminary Proxy Statement that "if there is a change from the facts described in this Proxy Statement that is material
to shareholders of the Funds in the context of a vote on an investment advisory agreement, any shareholder approval received at the Meeting
would no longer be valid to approve future investment advisory agreements that would otherwise be approved in the event of subsequent
Change of Control Events." Accordingly, if the current advisory agreement were to be terminated or materially amended (an action
which itself would require shareholder approval) prior to the occurrence of the Change of Control Event, the Funds would not rely on the
approvals set forth in this Proxy Statement, but would seek new approval of the then in effect advisory agreement.

 2

 · Item 22(c)(2) requires disclosure of the name, address and principal occupation of the principal executive
officer and each director or general partner of the investment adviser. As disclosed in the Preliminary Proxy Statement, the sole general
partner of the Adviser is Swank Capital and the chief executive officer of the Adviser is a member of the Management Group. Changes to
the general partner or chief executive officer would similarly implicate the material change condition noted above.

 · Item 22(c)(3) requires disclosure of all parents of the Adviser. As noted in the Preliminary Proxy Statement,
shareholder approval pursuant to the Proxy Statement would no longer apply if a "person or group acting together, other than the
members of the Management Group, gains "control" (as defined in the 1940 Act) of NXG Cushing or the Adviser." Therefore,
any change in the parents of the Adviser would require new approval of then in effect advisory agreement.

 · Item 22(c)(6) requires disclosure of certain material interests of any director of the Funds in any material
transactions or in any material proposed transactions, to which the Adviser or certain related parties of the Adviser was or is to be
a party. No director has an interest in any such transaction. As disclosed in the Preliminary Proxy Statement the Funds will comply with
the requirement that at least 75% of the relevant investment company's board of trustees must not be "interested persons"
(as defined in the 1940 Act) of the investment adviser or predecessor adviser.

 Comment 4 Supplementally provide an analysis of the transactions under
Rule 15a-4 and why the Adviser cannot enter into an interim contract, and seek approval of a new contract during the 150 day period specified
in Rule 15a-4, including the legal basis to extend this approval period beyond the 150 day period set forth in Rule 15a-4.

 As noted in our prior response,
the Adviser Operating Agreement requires the funds managed by the Adviser, including the Funds, to obtain approvals of new advisory agreements
before the interest of NXG Cushing in the Adviser may exceed 24.99%. Because of this provision of the Adviser Operating Agreement, it
would not be feasible to wait until after such Change of Control Event and cause the Funds to enter into interim contracts pursuant to
Rule 15a-4 and seek shareholder approval of new contracts during such interim period, nor does the Board of the Funds believe that doing
so would be in the best interest of the Funds and their shareholders. Therefore, Fund management and the Boards of the Funds have determined
that it would be in the best interest of the Funds and their shareholders to seek approval of new advisory agreements at the 2025 annual
meeting of shareholders. The Funds are not relying on Rule 15a-4 and therefore are not seeking to extend the interim period provided for
by Rule 15a-4. Instead, as is typical in transactions involving investment advisers to funds that result in change of controls, the Funds
are seeking shareholder approval between the signing of a definitive agreement and the closing of the transaction that will result in
a change of control. The Funds have determined that it would be in the best interest of the Funds and their shareholders to seek approval
of new advisory agreements at the 2025 annual meeting of shareholders to provide shareholders with certainty regarding the continuity
of advisory services for the Funds and avoid the potential investor confusion associated with an additional special meeting of shareholders
and related proxy solicitation occurring shortly before the 2026 annual meeting of shareholders.

 3

 Comment 5 Is there a definitive time for the occurrence of the initial
Change of Control Event?

 As noted in our prior response,
Jerry Swank, Swank Capital and NXG Cushing have entered into a definitive agreement which by its terms will result in the Change of Control
Event. No party retains any discretion as to when or whether such Change of Control Event will occur. However, the exact timing of the
occurrence of such Change of Control Event is subject to market factors outside of the control of any party. Based on current and projected
assets under management and revenue of the Adviser, such initial Change of Control Event is expected to be triggered by the payments to
Jerry Swank that will occur during the second quarter of 2026.

 ***

 4

 Should you have any questions concerning our responses
to your comments, please direct them to the undersigned at (312) 407-0641.

 Sincerely,

 /s/ Kevin T. Hardy

 Kevin T. Hardy

 cc: Blake Nelson
Chief Financial Officer and Treasurer of each Fund

 5

CORRESP
 1
 filename1.htm

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

 March 25, 2025

 U.S. Securities and Exchange Commission
 100 F Street NE
 Washington DC 20549
 Attn: 	Eileen Smiley

 RE: Preliminary Proxy Statements, filed on March 10, 2025 by NXG Cushing ® Midstream
Energy Fund (File No. 811-22072) and
NXG NextGen Infrastructure Income Fund (File No. 811-22499)

 Dear Ms. Smiley:

 Thank you for your supplemental
telephonic comments received on March 25, 2025 regarding the preliminary proxy statement (the "Preliminary Proxy Statement")
of Cushing ® Midstream Energy Fund ("SRV") and NXG NextGen Infrastructure Income Fund ("NXG"
and together with SRV, each a "Fund" and together the "Funds"), filed on March 10, 2025 pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the Investment Company Act of 1940, as amended (the "1940
Act"). The Funds have considered your comments and have authorized us to make on their behalf the responses set forth below. Changes
noted below will be reflected in the definitive proxy statement (the "Definitive Proxy Statement") to be filed by the Funds.
Capitalized terms not defined herein have the definitions set forth in each Preliminary Proxy Statement.

 As noted in our prior response,
the Funds intend to treat the acquisition by NXG Cushing of a 25% economic interest in the Adviser to be the initial Change of Control
Event. The Adviser Operating Agreement requires the funds managed by the Adviser, including the Funds, to obtain approvals of new advisory
agreements before the interest of NXG Cushing in the Adviser may exceed 24.99%. Because of this provision of the Adviser Operating Agreement,
it would not be feasible to wait until after such Change of Control Event and cause the Funds to enter into interim contracts pursuant
to Rule 15a-4 and seek shareholder approval of new contracts during such interim period, nor does the Board of the Funds believe
that doing so would be in the best interest of the Funds and their shareholders. Therefore, Fund management and the Boards of the Funds
have determined that it would be in the best interest of the Funds and their shareholders to seek approval of new advisory agreements
at the 2025 annual meeting of shareholders.

 No change in the management
of the Adviser will occur when NXG Cushing obtains a 50% economic interest in the Adviser. At such time, Swank Capital will remain the
sole general partner of the Adviser. As a result, the next Change of Control Event would occur when NXG Cushing obtains a 60% economic
interest in the Adviser, at which point the general partner of the Adviser will change from Swank Capital to NXG Cushing. However, based
on current and projected assets under management and revenue of the Adviser, such 60% Change of Control Event is not likely to occur for
five or more years.

 1

 Accordingly, we have revised
the Definitive Proxy Statement to apply only the initial Change of Control Event that will occur when NXG Cushing acquires a 25% economic
interest in the Adviser and not any future Change of Control Event resulting from the Adviser Ownership Plan. The Definitive Proxy Statement
will disclose that a subsequent Change of Control Event resulting from the Adviser Ownership Plan will be subject to shareholder approval
if and when such subsequent Change of Control Event will occur in the future.

 With respect to the initial
Change of Control Event, based on current and projected assets under management and revenue of the Adviser, such initial Change of Control
Event is expected to be triggered by the payments to Jerry Swank that will occur during the second quarter of 2026, which would be approximately
one year from the date of the 2025 annual meeting of shareholders and may occur prior to the 2026 annual meeting of shareholders. Fund
management and the Boards of the Funds have determined that it would be in the best interest of the Funds and their shareholders to seek
approval of new advisory agreements at the 2025 annual meeting of shareholders to provide shareholders with certainty regarding the continuity
of advisory services for the Funds and avoid the potential investor confusion associated with an additional special meeting of shareholders
and related proxy solicitation occurring shortly before the 2026 annual meeting of shareholders.

 However, the ultimate timing
of the initial Change of Control Event cannot be guaranteed, as the payments to Jerry Swank and corresponding shifts in ownership will
depend on the actual assets under management and revenues of the Adviser. The Staff has noted the proxy statement by Gladstone Capital
Corp., in which the anticipated change of control would occur within no more than one year. We note that the facts of the Gladstone Capital
Corp. change of control differ from those of the Funds in important ways. In Gladstone Capital Corp., the control person of the investment
adviser retained discretion regarding when they would cause the change of control to occur. In the case of the Funds, Jerry Swank, Swank
Capital and NXG Cushing have entered into a definitive agreement which by its terms will result in the Change of Control Event. No party
retains any discretion as to when or whether such Change of Control Event will occur. The exact timing of the occurrence of such Change
of Control Event is subject to market factors outside of the control of any party. In that respect, the transaction between Jerry Swank,
Swank Capital and NXG is similar to many investment adviser M&A transactions, in which the precise timing of closing is subject to
conditions, such as consents and regulatory approvals, which are outside the control of the parties.

 ***

 2

 Should you have any questions concerning our responses
to your comments, please direct them to the undersigned at (312) 407-0641.

 Sincerely,

 /s/ Kevin T. Hardy

 Kevin T. Hardy

 cc: Blake Nelson
Chief Financial Officer and Treasurer of each Fund

 3

CORRESP
 1
 filename1.htm

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

 March 18, 2025

 U.S. Securities and Exchange
Commission

 100 F Street NE

 Washington DC 20549

 Attn: Eileen Smiley

 RE: Preliminary Proxy Statements, filed on March 10, 2025 by NXG
Cushing ® Midstream Energy Fund (File No. 811-22072) and NXG NextGen Infrastructure Income Fund (File No. 811-22499)

 Dear Ms. Smiley:

 Thank you for your telephonic
comments received on March 12, 2025 regarding the preliminary proxy statement (the "Preliminary Proxy Statement") of Cushing ®
Midstream Energy Fund ("SRV") and NXG NextGen Infrastructure Income Fund ("NXG" and together with SRV, each a
"Fund" and together the "Funds"), filed on March 10, 2025 pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the Investment Company Act of 1940, as amended (the "1940 Act"). The Funds have
considered your comments and have authorized us to make on their behalf the responses set forth below. Changes noted below will be reflected
in the definitive proxy statement (the "Definitive Proxy Statement") to be filed by the Funds. Capitalized terms not defined
herein have the definitions set forth in each Preliminary Proxy Statement.

 Comment 1: We remind you that the Funds and their management are responsible
for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 The
Funds acknowledge the comment.

 Comment 2: The Staff notes that all comments are universal and apply to
all similar disclosures in the Preliminary Proxy Statement.

 The Funds acknowledge the comment.

 Comment 3: If the Funds decline a comment, please say why in the response
letter along with a detailed analysis of the reason for declining the comment.

 The Funds acknowledge the comment.

 1

 Comment 4: Please complete all open items in the Preliminary Proxy Statement
for the definitive proxy statement.

 The Funds confirm that all open items will
be completed in the definitive proxy statement.

 Comment 5: Please do not file a definitive proxy statement until all
comments are resolved, particularly the comments regarding the timing of the change of control of the Adviser and shareholder approval
of the New Advisory Agreements, as the SEC Staff considers this a material issue.

 The Funds acknowledge the comment.

 Comment 6: In the Questions & Answers, under the heading "Why
am I being asked to vote on a new investment advisory agreement?":

 (a) Please disclose what is the current ownership percentage of Swank Capital between Jerry Swank and NXG Cushing.

 The Funds note that the current ownership of
the Adviser and Swank capital are disclosed on page 13 of the preliminary proxy statement. Swank capital is solely owned by Jerry Swank.
NXG Cushing is solely owned by the Management Group. The Adviser is owned by Jerry Swank, Swank Capital and NXG Cushing. As of March 15, 2025, Mr. Swank owns 82.05% of the Adviser, Swank Capital owns 1% of the Adviser and NXG Cushing owns 16.95% of the Adviser. This information was included in the Preliminary Proxy Statement as of February 28, 2025, and in the Definitive Proxy Statement will be
updated to reflect the March 15, 2025 figures. In addition, in the Definitive
Proxy Statement, the Funds will add this information under the heading "Why am I being asked to vote on a new investment advisory
agreement?" in the Questions & Answers.

 (b) Please disclose how Jerry Swank holds an interest in the Adviser indirectly? Is he a member of NXG Cushing?

 As noted above, Mr. Swank holds his
indirect interest in the Adviser through Swank Capital. As of March 15, 2025, Mr. Swank owns 82.05% of the Adviser directly and
owns 1% of the Adviser indirectly through Swank Capital. This information was included in the Preliminary Proxy Statement as of February 28, 2025, and in the Definitive Proxy Statement will be
updated to reflect the March 15, 2025 figures. In addition, in the Definitive Proxy Statement, the Fund's will revise the
disclosure under the heading "Why am I being asked to vote on a new investment advisory agreement?" in the Questions
& Answers to clarify the nature of Mr. Swank's indirect ownership in the Adviser.

 (c) Please disclose the amount of Jerry Swank's direct and indirect ownership of Adviser.

 As noted above, Mr. Swank owns 82.05% of the Adviser
directly and 1% of the Adviser indirectly through Swank Capital. This information was included in the Preliminary Proxy Statement as of February 28, 2025, and in the Definitive Proxy Statement will be
updated to reflect the March 15, 2025 figures. In addition, in the Definitive Proxy Statement, the Funds will add this information
under the heading "Why am I being asked to vote on a new investment advisory agreement?" in the Questions and Answers.

 2

 (d) What is the nature of the agreement governing the Adviser Ownership Plan? Is it set forth in the Adviser Operating Agreement or
is there another agreement? Have Jerry Swank, Swank Capital and NXG Cushing already entered into this agreement?

 The Adviser Ownership Plan is set forth in
the Adviser Operating Agreement. The Adviser Operating Agreement was entered into by Jerry Swank, Swank Capital and NXG Cushing effective
as of June 6, 2024. The Funds have revised disclosure to clarify that the defined term "Adviser Ownership Plan" refers to
the series of transactions contemplated by the Adviser Operating Agreement and described in the Proxy Statement, and does not refer to
a separate agreement.

 (e) The Staff notes the lack of definitive timing regarding when the changes of control will occur or if multiple changes of control
will occur and the amount of the quarterly distributions to be paid by the Adviser to reduce Jerry Swank's interest in the Adviser:

 (i) Please revise the disclosure to provide a definitive time for when the change of control will occur and the New Advisory Agreements
will be entered into and describe such definitive time consistently throughout the Definitive Proxy Statement.

 Due to the nature of the terms of the Adviser
Ownership Plan as set forth in the Adviser Operating Agreement, the Funds cannot provide a definitive time for when any Change of Control
Event will occur and when the New Advisory Agreements will be entered into, as the quarterly distributions paid by the Adviser to reduce
Jerry Swank's interest in the Adviser depend on the Adviser's assets under management and resulting revenues, which can vary.

 The Funds intend to treat the acquisition
by NXG Cushing of a 25% economic interest in the Adviser to be the initial Change of Control Event (as described in further detail
in the response to Comment 6(e)(iv) below). The Adviser Operating Agreement requires the funds managed by the Adviser, including the
Funds, to obtain approvals of new advisory agreements before the ownership interest of NXG Cushing may exceed 24.99%.

 Based on current and projected assets under management and revenues, management of the Adviser presently
expects that NXG Cushing would acquire such 25% economic interest in the Adviser in or around the second quarter of 2026.

 The Funds will include disclosure in the Definitive
Proxy Statement regarding such expected timing, qualified by disclosure that such timing is not certain.

 3

 (ii) Please supplementally explain why the Funds are seeking approval for the New Advisory Agreements at this time rather than seeking
approval upon the occurrence of a Change of Control Event (and entering into an interim advisory agreement at such time if needed).

 The Board of Trustees of the Funds, in consultation
with management of the Funds, determined that it would be in the best interest of shareholders of the Funds to seek to obtain approval
of the New Advisory Agreements at the 2025 annual meeting to avoid the need to hold a special shareholder meeting if the initial Change
of Control Event occurs before the 2026 annual meeting and avoid the confusion that may result from multiple proxy solicitations and the
entry into interim advisory agreements. Obtaining shareholder approval of the new advisory agreements at the 2025 annual meeting will
provide the Adviser, the Funds and the markets certainty regarding the ownership plan for the Adviser and the continuity of management
services for the Funds.

 (iii) Please provide legal analysis for seeking stockholder approval now for an event or events that may occur several years after such
approval is received and for numerous changes of control that could occur. Such analysis should include compliance with Section 15(a)
of the 1940 Act and whether shareholders will have sufficiently current information at the time of the vote on the proposal.

 The Funds note that Section 15(a) does not specify
a minimum or maximum time period prior to the entry into an advisory agreement upon which shareholder approval must occur. In addition,
the Funds note that advisers undergoing changes of control routinely seek shareholder approval promptly upon entering into an agreement
(such as a purchase agreement or merger agreement) that would result in a change of control occurring upon closing, even when the date
of such closing is uncertain, is expected to occur many months after signing of the relevant agreement and/or is subject to other closing
conditions (such as client approvals, approval by shareholders of the target or acquirer or regulatory approvals). As noted above, management
of the Adviser currently expects the initial Change of Control Event to occur approximately one year after the receipt of shareholder
approval at the 2025 shareholder meeting. Such a period of time is within the range of timelines between an adviser entering into an agreement
related to a transaction that would result in a change of control and the closing of such seen in adviser acquisition transactions.

 4

 While the exact timing of the initial Change
of Control Event is uncertain, the terms of the Adviser Ownership Plan are established by the Adviser Operating Agreement and are fully
known at this time, including the identity of the selling control person, the identity of the group acquiring control and the terms upon
which such acquisition will occur. The only information not known at this time is the exact timing, which as noted above is not uncommon
in adviser acquisition transactions. Thus Fund shareholders will have all necessary information to vote on the proposal at the 2025 annual
meeting, similar to other adviser acquisition transactions that close some period of time after the receipt of approval by fund shareholders.

 Following shareholder approval at the 2025 annual
meeting, the Funds will regularly disclose the terms of the Adviser Ownership Plan and that shareholders have approved the New Advisory
Agreements in connection with Adviser Ownership Plan. Such disclosure will be included in all subsequent annual reports and semi-annual
reports to shareholders and prospectuses until the completion of the Adviser Ownership Plan. As a result, all future investors in the
Fund will do so on a fully informed basis, and can evaluate the Adviser Ownership Plan and shareholders' approval of the New Advisory
Agreements in making a decision to invest in the Funds.

 With respect to subsequent Change of Control
Events, the shareholder approval obtained at the 2025 annual meeting pursuant to the Definitive Proxy Statement would apply only to Change
of Control Events that occur as a result of the operation of the Adviser Ownership Plan upon the terms described in the Definitive Proxy
Statement. The Funds have conditioned such approval such that "if there is a change from the facts described in this Proxy Statement
that is material to shareholders of the Funds in the context of a vote on an investment advisory agreement, any shareholder approval received
at the Meeting would no longer be valid to approve future investment advisory agreements that would otherwise be approved in the event
of subsequent Change of Control Events."

 The Funds note that there is precedent for funds
seeking approval of multiple change of control events with uncertain timing arising from a series of gradual contemplated dispositions
by a control person of the funds' investment adviser. See, for example the definitive proxy statement filed by EQ Advisors Trust
on January 22, 2019 (SEC Accession No. 0001193125-19-013885)

 5

 (iv) Please provide a legal analysis for the date of the initial change of control being when NXG Cushing's interest in the Adviser
reaches 60% as opposed to some time before and provide a date when that would occur.

 The 1940 Act defines "Assignment"
to include "any direct or indirect transfer or hypothecation of a contract or chose in action by the assignor, or of a controlling
block of the assignor's outstanding voting securities by a security holder of the assignor." The 1940 Act defines "Control"
to mean "the power to exercise a controlling influence over the management or policies of a company, unless such power is solely
the result of an official position with such company." In addition, the 1940 Act establishes a presumption that any person who owns
more than 25% of the voting securities of a company shall be presumed to control such company and that any person who does not so own
more than 25% of the voting securities of any company shall be presumed not to control such company. The 1940 Act defines "Voting
security" to mean "any security presently entitling the owner or holder thereof to vote for the election of directors of a
company." In the case of the Adviser, the Adviser is operated by its general partner and limited partners do not have voting rights.
Accordingly, the Funds acknowledge that there may be an argument that NXG Cushing will acquire no voting securities until it acquires
a 60% economic interest and becomes the General Partner, and thus an acquisition of a controlling block of voting securities would occur
only upon the acquisition of a 60% economic interest by NXG Cushing.

 Nonetheless, the Funds have determined to
take a more conservative approach, and in acknowledgment that NXG Cushing may have a significant influence over the management or
policies of the Adviser upon acquisition by NXG Cushing of a 25% economic interest in the Adviser, the Funds intend to treat the
initial Change of Control Event as occurring when NXG Cushing acquires a 25% economic interest in the Adviser. In addition, the
Adviser Operating Agreement requires the funds managed by the Adviser, including the Funds, to obtain approvals of new advisory
agreements before the ownership interest of NXG Cushing may exceed 24.99%.

 As noted above, while the definitive timing of such Change of Control Event is uncertain, management of the Adviser currently expects
that NXG Cushing would acquire a 25% economic interest in the Adviser in or around the second quarter of 2026.

 (v) Please provide supplementally a copy of the agreement governing the Adviser Ownership Plan.

 As noted above, the Adviser Ownership Plan is
governed by the Adviser Operating Agreement, not by a separate agreement. The Funds have provided to the Staff supplementally excerpts of the relevant provisions of the Adviser Operating Agreement.

 6

 Comment 7 The Preliminary Proxy Statement discloses that "Shareholder
approval will be deemed to apply to these future advisory agreements only if: (1) no single person or group acting together, other than
the members of the Management Group, gains "control" (as defined in the 1940 Act) of NXG Cushing or the Adviser …"
Please explain supplementally whether a person or group of persons could be added to the Management Group due to payment of consideration
to allow them to become a controlling person and acquire a controlling interest in the Adviser without separate shareholder approval.

 The Funds confirm that if any person or group
were to become a member of

CORRESP
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filename1.htm

[NXG Letterhead]

October 11, 2023

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington DC 20549

Attn: John Kernan

 RE: NXG Cushing Midstream Energy Fund (811-22072) and

NXG NextGen Infrastructure Income Fund (811-22611)

Dear Mr. Kernan:

Thank you for your telephonic comments, provided to
Skadden, Arps, Slate, Meagher & Flom LLP, as fund counsel, on September 29, 2023, concerning the N-CSR filings of NXG Cushing Midstream
Energy Fund (811-22072) (“SRV”) and NXG NextGen Infrastructure Income Fund (811-22611) (“SZC”) (collectively,
the “Funds”) for the fiscal year ended November 30, 2022 and other publicly available materials related to the Funds. For
ease of reference, we have summarized your comments below followed by our responses.

Comment 1: 	In Item 11(b) of each Fund’s Form N-CSR for
the period ended November 30, 2022, it appears that Item 11(b) refers to a quarter covered by the report for the disclosure related to
Item 11(b). Please utilize the language provided by Item 11(b) of Form N-CSR which refers to the period covered by the report, not isolated
to a particular quarter. Please confirm that there have been no such changes in the Funds’ internal controls over financial reporting
that occurred during such period.

Response: 	We confirm for each Fund that for the period
covered by the annual report on Form N-CSR for the period ended November 30, 2022 there was no change in the Fund’s internal control
over financial reporting that materially affected, or was reasonably likely to materially affect, the Fund’s internal control over
financial reporting. The Fund has filed an amended annual report on Form N-CSR which updates Item 11(b).

Comment 2: 	Item 4(d) of the each Fund’s certifications
required by Item 13(a)(2) of Form N-CSR filed for the period ended November 30, 2022 does not appear to refer to the correct time period.
Item 4(d) requires disclosure of any changes in the registrant’s internal control over financial reporting that occurred during
the period covered by this report. Please file an amended form N-CSR to include the correct form of certifications and ensure that the
certifications are updated to a current date.

Response: 	Each Fund has filed an amended annual report
on Form N-CSR to include the correct form of certifications.

Comment 3:	Staff notes that NXG’s response to form N-CEN
Item C.7.n. indicates that NXG did not rely upon Rule 18f-4. Please confirm the accuracy of this response and update as necessary given
the NXG’s disclosure in its annual report which evidences the use of derivatives.

Response: 	We confirm on behalf of NXG that NXG is
a “limited derivatives user” in reliance on Rule 18f-4(c)(4), but inadvertently failed to check the corresponding box on Form
N-CEN. We confirm that NXG will check the appropriate box in future N-CEN filings.

U.S. Securities and Exchange Commission

October 11, 2023

Page 2

Comment 4:	For each Fund, the Staff notes large payable amounts
due to the custodian at the fiscal year end. Please explain in correspondence the background of these payable amounts. If they were related
to partial repayments of the Funds’ margin borrowings, please confirm compliance with asset coverage requirements of the Investment
Company Act of 1940, as amended (the “1940 Act”) during the most recent fiscal year and with the terms of borrowing agreements
with the lender.

Response: 	The amount due to the custodian at fiscal
year end did relate to the timing of partial repayment of the Funds’ margin borrowings. On November 30, 2022, the Fund reduced its
outstanding borrowings by paying down $22 million under its borrowing facility. As a result of the timing of processing such pay down
through the custodian, on November 30, 2022, the Fund recorded a reduction in the amount of its outstanding borrowings of $22 million
and a corresponding entry “Due to Custodian” of $22 million. As of November 30, 2022, the Fund also held $22,785,742 in short
term investments in the form of investments in two money market funds. On December 1, 2022, the liquidation of $22 million of short-term
investments was completed and the Fund recorded a debit of its short term investments in the amount of $22 million and the entry for Due
to Custodian was credited $22 million, thus eliminating this line item.

We confirm on behalf of each Fund that during the most recent
fiscal year, each Fund was in compliance with the asset coverage requirements of the 1940 Act and the terms of the borrowing agreement
with its lender.

Comment 5: 	With respect to the NXG Schedule of Investments,
For open option contracts written, please disclose all information required by S-X 12-13 in columns (a) through (g) including the counterparty
and notional amount. The Staff notes NXG’s exposure to open written option contracts for the semi-annual period ended May 31, 2023
and notes the Funds’ prior commitment in response past SEC comments in the Funds’ response dated June 5, 2020.

Response: 	We confirm on behalf of the Funds that in
future reports the Funds will disclose all information required by S-X 12-13 in columns (a) through (g) for open option contracts written.

Comment 6: 	SRV has been identified as a non-diversified fund,
but it appears that SRV may be operating as a diversified fund. If SRV has been operating as a diversified fund for more than three years,
confirm that SRV will receive shareholder approval prior to changing its status back to non-diversified. See Section 13(a)(1) of the 1940
Act and Rule 13a-1 thereunder.

Response:	We confirm that SRV has not operated as a
diversified fund for more than three years continuously.

Comment 7:	The Staff notes that supplemental financial information
filed by SRV is not marked as unaudited despite the table of contents indicating as such. Pleas ensure that supplemental financial information
is marked as unaudited in future Form N-CSR filings.

Response: 	We confirm on behalf of the Funds that supplemental
financial information will be marked as unaudited in future Form N-CSR filings.

*	*	*

U.S. Securities and Exchange Commission

October 11, 2023

Page 3

If you have any questions or comments or require any
additional information in connection with the above, please do not hesitate to contact me at (214) 635-1709.

  Sincerely,

  /s/ Blake Nelson

  Blake Nelson

  Chief Financial Officer and Treasurer

cc:	Kevin T. Hardy, Skadden, Arps, Slate, Meagher & Flom LLP

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		Document

June 5, 2020

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington DC 20549

Attn: Kenneth Ellington

RE:

 The Cushing® Energy Income Fund (811-22499)

The Cushing® MLP & Infrastructure Total Return Fund (811-22072) and

The Cushing® NextGen Infrastructure Income Fund (formerly The Cushing®

Renaissance Fund (811-22611)

Dear Mr. Ellington:

Thank you for your telephonic comments, provided to Skadden, Arps, Slate, Meagher & Flom LLP, as fund counsel, on May 26, 2020, concerning the annual reports to shareholder of The Cushing® Energy Income Fund (811-22499) (“SRF”), The Cushing® MLP & Infrastructure Total Return Fund (811-22072) (“SRV”) and The Cushing® NextGen Infrastructure Income Fund (formerly The Cushing® Renaissance Fund (811-22611) (“SZC”) (collectively, the “Funds”) for the fiscal year ended November 30, 2019 and other publicly available materials related to the Funds.  For ease of reference, we have summarized your comments below followed by our responses.

Comment 1:     Pursuant to Rule 12-13 of Regulation S-X, in the schedule of investments please disclose the notional amount for written options.

Response:  In future reports, the Funds will disclose the notional amount for written options in accordance with Rule 12-13 of Regulation S-X.

Comment 2:     If the written options are OTC derivatives, please disclose the counterparty as required by Rule 12-13 of S-X.

Response:  In future reports, the Funds will disclose the counterparty for written options that are OTC derivatives, in accordance with Rule 12-13 of Regulation S-X.

Comment 3:    Form N-CEN filed on February 13, 2020 by SRV discloses aggregate brokerage commissions paid by the Fund during the reporting period of $1,867,717, which represents approximately 2.5% of SRV’s average net assets.  Please confirm if this amount is correct.

Response: The amount disclosed was incorrect due to a typographical error.  The correct amount of commissions paid by the Fund during the reporting period was $186,717.

Comment 4:    On May 29, 2019, each Fund filed an amended Form N-CSR for the fiscal year ended November 30, 2018.  Please supplementally provide the reason Form N-CSR and ensure that an explanatory note is provided in all future N-CSR amendment filings.

Mr. Kenneth Ellington

June 5, 2020

Page 2

Response: The amended Form N-CSR filings were made to correct an error.  In the original filings, the Code of Ethics of the Funds’ investment adviser, rather than the Code of Ethics of the Funds were included, as intended.  In future N-CSR amendment filings, the Funds will ensure than an explanatory note is provided.

 *

 *

 *

If you have any questions or comments or require any additional information in connection with the above, please do not hesitate to contact me at (214) 635-1674.

Sincerely,

/s/ John H. Alban

John H. Alban

Chief Financial Officer and Treasurer

cc:    Barry Y. Greenberg, Secretary of the Funds

Kevin T. Hardy, Skadden, Arps, Slate, Meagher & Flom LLP

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CORRESP

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

February 7, 2018

 John
Ganley

 Division of Investment Management

 Securities and
Exchange Commission

 100 F Street, NE

 Washington, DC 20549

RE:
The Cushing® Renaissance Fund

Registration Statement on Form N-2

(File Nos. 333-222383 and 811-22499)

Dear Mr. Ganley:

 Thank you for your
telephonic comments received on February 6, 2018 regarding Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 filed by The Cushing®
Renaissance Fund (the “Fund”) on February 2, 2018 with the Securities and Exchange Commission (the “SEC”). We have considered your comments to the Registration Statement and, on behalf of the Fund, responses to those
comments are set forth below.

 We hereby confirm on behalf of the Fund that the Fund will include in the body of the final Prospectus,
which will be filed with the SEC in accordance with Rule 497 under the Securities Act of 1933, as amended, the following representation:

The Fund will not sell Common Shares at a price below its net asset value per Common Shares (including with shareholder approval or pursuant to
rights to purchase Common Shares) under this Prospectus or an accompanying prospectus supplement without first filing a new post-effective amendment to the registration statement if the cumulative dilution to the Fund’s net asset value per
share from offerings under the registration statement exceeds 15%.

*            *
  *

 Should you have any additional comments or concerns, please do not hesitate to contact me at (312)
407-0641.

Sincerely,

/s/ Kevin T. Hardy

Kevin T. Hardy

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CORRESP

 The Cushing® Renaissance Fund

8117 Preston Road, Suite 440

Dallas, Texas 75225

February 7, 2018

 John
Ganley

 Division of Investment Management

 Securities and
Exchange Commission

 100 F Street, NE

 Washington, DC 20549

Re:
The Cushing® Renaissance Fund

Registration Statement on Form N-2

(File Nos. 333-222383 and 811-22499)

 Dear Mr. Ganley:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, The Cushing® Renaissance Fund (the “Fund”) hereby requests acceleration of the effective date of the Fund’s Registration Statement on Form N-2 (File Nos.
333-222383 and 811-22499) (the “Registration Statement”) so that it may become effective at 12:00 p.m., Eastern time, on Friday, February 9, 2018, or
as soon as practical thereafter.

 In connection with the effectiveness of the Registration Statement, the Fund acknowledges that the
disclosure included in the Registration Statement is the responsibility of the Fund. The Fund further acknowledges that the action of the Securities and Exchange Commission (the “Commission”) or the staff of the Commission acting pursuant
to delegated authority in reviewing the Registration Statement does not relieve the Fund from its full responsibility for the adequacy and accuracy of the disclosures in the Registration Statement; and that the Fund will not assert this action as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

THE CUSHING® RENAISSANCE FUND

By:

 /s/ Barry Y. Greenberg

Barry Y. Greenberg

Secretary

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CORRESP

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

February 2, 2018

 John
Ganley

 Division of Investment Management

 Securities and
Exchange Commission

 100 F Street, NE

 Washington, DC 20549

RE:
The Cushing® Renaissance Fund

Registration Statement on Form N-2

(File Nos. 333-222383 and 811-22499)

Dear Mr. Ganley:

 Thank you for your
telephonic comments received on January 29, 2018 regarding the registration statement on Form N-2 (the “Registration Statement”) filed by The
Cushing® Renaissance Fund (the “Fund”) on December 29, 2017 with the Securities and Exchange Commission (the “SEC”). We have considered your comments to the
Registration Statement and, on behalf of the Fund, responses to those comments are set forth below. Changes will be reflected in Pre-Effective Amendment No. 1 to the Registration Statement, which the Fund
intends to file on or about the date hereof and will be marked to show all changes made since the filing of the Registration Statement. Capitalized terms used but not defined in this letter have the meanings set forth in the Registration Statement.

Cover Page

Comment 1.

Revise disclosure to clarify that while the Fund may invest up to 30% of its Managed Assets in debt securities, preferred stock and convertible securities, the remainder of the Fund’s assets will be invested in common
stock.

Response

The Fund has made the requested revisions.

Comment 2.

Add disclosure that the Fund’s investments in debt securities, preferred stock and convertible securities may include securities of below investment grade quality (i.e. junk bonds).

Response

The Fund has added the requested disclosure.

Prospectus Summary

Comment 3.

Under “Principal Investment Policies,” revise disclosure regarding the Fund’s investment in debt securities, preferred stock and convertible securities to clarify that (i) the 10% of the Fund’s assets
that may be invested in securities rated below B3/B- is part of the 30% limit and not in addition to the 30% limit, and (ii) the Fund’s investments in debt securities, preferred stock and convertible
securities may include securities of below investment grade quality (i.e. junk bonds).

Response

The Fund has revised the disclosure as requested.

 Securities and Exchange Commission

February 2, 2018

  Page
 2

Comment 4.

Under “Other Investment Practices—Short Sales, Arbitrage And Other Strategies,” we note that the Fund may engage in short sales. To the extent that the Fund engages in short sales, please confirm supplementally
that “Other Expenses” in the Expense Table reflects the expenses associated with short sales, such as interest expense and dividends paid.

Response

The Fund confirms that, to the extent the Fund engages in short sales, the expenses associated with such short sales will be reflected in the line item “Other Expenses” in the Expense Table.

Comment 5.

Under the heading “Special Risk Considerations,” consider revising to include only principal risks in the Prospectus Summary.

Response

The Fund has reviewed disclosure under “Special Risk Considerations” and has deleted certain risk factors that are not principal risks. The Fund has included a cross reference to the body of the Prospectus with respect
to such non-principal risk factors.

Comment 6.

Under the heading “Special Risk Considerations—Debt Securities Risk,” disclose the risks associated with below investment grade securities as a separate risk factor.

Response

The Fund has revised the disclosure as requested.

Summary of Fund Expenses

Comment 7.

Please confirm supplementally that if “acquired fund fees and expenses” (AFFE) exceed 0.01% of the average net assets of the Fund, the Fund will include a line item in the Fee Table for AFFE.

Response

Currently, AFFE does not exceed 0.01% of the average net assets of the Fund. If in future periods, AFFE exceeds 0.01% of the average net assets of the Fund, the Fund confirms that the Fund will include a separate line
item.

Market and Net Asset Value Information

Comment 8.

Disclosure in the introductory paragraphs of this section states that “Common Shares have traded both at a premium and at a discount in relation to the Fund’s net asset value per share” and “Common Shares
recently have traded at a premium to net asset value.” However, as of each date shown in the chart, the Fund’s Common Shares were trading at a discount. Review the trading history of the Common Shares and revise the disclosure as
appropriate.

Response

The Fund has reviewed the trading history of the Common Shares and has revised disclosure to clarify that the Common Shares have historically traded at a discount to net asset value.

 Securities and Exchange Commission

February 2, 2018

  Page
 3

Use of Leverage

Comment 9.

Confirm supplementally whether the Fund intends to issue preferred shares in the next twelve months.

Response

The Fund confirms that it has no intention to issue preferred shares in the next twelve months.

Description of Shares—Subscription Rights to Purchase Common Shares

Comment 10.

Add disclosure that the maximum number of Common Shares that the Fund may issue in a transferable rights offering is 1/3 of the Fund’s then outstanding Common Shares (i.e. 1 for 3).

Response

The Fund has added the requested disclosure.

General

Comment 11.

We note that Pre-Effective Amendment No. 1 will contain the Fund’s financial statements for the fiscal year ended November 30, 2017 and remind you that the accounting
review staff may have additional comments after reviewing Pre-Effective Amendment No. 1.

Response

The Fund notes your comment.

Comment 12.

Where a comment is made in one location, it is applicable to all similar disclosure appearing elsewhere in the Registration Statement.

Response

Where applicable, disclosure has been revised throughout the Registration Statement.

 *        *         *

Should you have any additional comments or concerns, please do not hesitate to contact me at (312)
407-0641.

Sincerely,

/s/ Kevin T. Hardy

Kevin T. Hardy

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March 22, 2017

Chad Eskildsen

Staff Accountant

U.S. Securities and Exchange Commission

Division of Investment Management, Disclosure Review and Accounting

100 F Street N.E.

Washington DC 20549

RE:

Cushing® Closed-End Funds

Dear Mr. Eskildsen:

Thank you for your telephonic comments, provided to Skadden, Arps, Slate, Meagher & Flom LLP, as fund counsel, on March 14, 2017, concerning the annual reports to shareholders of the Cushing® closed-end funds (as listed on Appendix A hereto, each a “Fund” and, collectively, the “Funds”) for the fiscal year ended November 30, 2016 (the “Annual Reports”) as contained in each Fund’s Form N-CSR filed with the Securities and Exchange Commission on February 6, 2017, and other publicly available materials related to the Funds.  For ease of reference, we have summarized your comments below followed by our responses.

Comment 1:          With respect to The Cushing® MLP Infrastructure Fund II, the Fund does not appear to have filed an annual report of proxy voting record on Form N-PX for the period ended June 30, 2016.  As a feeder fund, the Form N-PX filed by the Fund may reference the report of proxy voting record of the master fund, as filed in the master fund’s Form N-PX.

Response:  The Form N-PX filing for Fund for the period ended June 30, 2016 was inadvertently omitted from the filings made by the Funds.  The Form N-PX filing for the Fund was filed with the SEC on March 22, 2017.

Comment 2:          With respect to The Cushing® MLP Infrastructure Fund and The Cushing® MLP Infrastructure Fund II, in accordance with paragraph 5.52 of the AICPA Audit and Accounting Guide for Investment Companies, disclose the master fund’s portfolio turnover rate in the financial highlights of each Fund.

Response: The Funds will incorporate this information beginning with the semi-annual reports to shareholders for the period ended May 31, 2017.

Comment 3:          With respect to The Cushing® MLP Total Return Fund, The Cushing® Energy Income Fund and The Cushing® Renaissance Fund, each Fund’s fund fact sheet for December 30, 2016 includes a footnote that distributions are anticipated to be 100% ordinary income.  However, recent press releases related to distributions by the Funds have stated that Fund

Mr. Chad Eskildsen

March 22, 2017

Page 2

distributions are expected to have a significant return of capital component.  Please address this discrepancy.

Response:  Due to a clerical error, the character of distribution information in the December 30, 2016 fact sheets for each Fund was not properly updated.  The fact sheets have been corrected.

*          *          *

If you have any questions or comments or require any additional information in connection with the above, please do not hesitate to contact me at (214) 635-1674.

Sincerely,

/s/ John H. Alban

John H. Alban

Chief Financial Officer and Treasurer

cc:

Barry Y. Greenberg, Secretary of the Funds

 Kevin T. Hardy, Skadden, Arps, Slate, Meagher & Flom LLP

Mr. Chad Eskildsen

March 22, 2017

Page 3

Appendix A

Cushing® Closed-End Funds

The Cushing® Energy Income Fund (File No. 811-22593)

The Cushing® MLP Total Return Fund (File No. 811-22072)

The Cushing® Renaissance Fund (File No. 811-22499)

The Cushing® MLP Infrastructure Fund (File No. 811-22727)

The Cushing® MLP Infrastructure Fund II (File No. 811-23093)

The Cushing® MLP Infrastructure Master Fund (File No. 811-23069)

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CORRESP

 SKADDEN, ARPS, SLATE,
MEAGHER & FLOM LLP

 FOUR TIMES SQUARE

NEW YORK 10036-6522

 TEL:
(212) 735-3000

 FAX: (212) 735-2000

 www.skadden.com

 September 25, 2012

John M. Ganley

 Senior Counsel

Securities and Exchange Commission

 Division of
Investment Management

 100 F Street, NE

 Washington, DC 20549

RE:
 The Cushing®
Renaissance Fund

(File Nos. 333-170869 and 811-22499)

Dear Mr. Ganley:

 Thank you for your oral comments, received on September 24, 2012, to Pre-Effective Amendment No. 2 to the registration statement on Form N-2 filed by The Cushing® Renaissance Fund (the “Fund”) on August 30, 2012 (the “Registration
Statement”). The Fund has considered your comments to the Registration Statement and has authorized us to make on its behalf, the responses and amendments to the Registration Statement discussed below. For ease of reference, we have
summarized your comments below followed by our responses.

 Comment 1: In the Statement of Additional Information, under the heading
“Strategic Transactions—Swap Contracts and Related Derivative Instruments—Credit Defaults Swaps” please revise the disclosure “As the seller in a credit default swap, the Fund… would be subject to exposure on the
notional amount of the swap, which it would be required to pay in the event of default. The Fund will generally segregate liquid assets to cover any potential obligation under a credit default swap sold by it” to clarify that as the seller of a
credit default swap the Fund would segregate the notional amount of the swap.

 John M. Ganley

 September 25, 2012

 Page 2

 Response 1: The Fund will revise the disclosure as requested in the definitive Statement of Additional Information to be filed pursuant to Rule 497.

*        *        *
  *

 If you have any questions or comments or require any additional information in connection with the above, please
do not hesitate to contact me at (212) 735-3805 or Kevin Hardy at (212) 407-0641.

Sincerely,

/s/ Philip H. Harris

Philip H. Harris

[SEC Letterhead]
        January 5, 2011  Michael K. Hoffman, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, NY  10036
Re: The Cushing MLP Income Fund
File Nos. 333-170869 and 811-22499
 Dear Mr. Hoffman:   On November 29, 2010, you filed a registration statement on Form N-2 for The Cushing MLP Income Fund (the “Fund”).  Our comments are set forth below.  For convenience, we generally organized our comments using the headings and page numbers from the registration statement.

Cover Page

1. The Fund’s investment objective is to seek a high level of current income and capital appreciation, with an emphasis on tax-advantaged cash distributions to common shareholders.  Since the only objective included in the Fund’s name is “income,” please revise this section to provide that the Fund’s primary objective is current income.  Capital appreciation may be stated as a secondary objective.  Alternatively, if current income and capital appreciation are equally important objectives for the Fund, please revise the Fund’s name to avoid the suggestion that current income is the Fund’s primary objective.  2. The third sentence of the first paragraph under the caption “Investment Strategy” provides a non-exclusive list of investments that would be deemed “MLP investments.”  Please define the term “MLP investments.”  See, e.g. , Cushing MLP Total Return Fund
(SEC File No. 333-154880).  3. The third sentence of the first paragraph under the caption “Investment Strategy” also states that “MLP investments” include “derivative instruments in which the Fund may invest that have economic characteristics of MLP securities.  Please disclose how such derivatives will be counted for purposes of the Fund’s policy of investing at least 80% of its net assets plus borrowings for investment purposes in MLP investments.  See
Rule 35d-1 under the Investment Company Act of 1940.  In addition, inasmuch as the Fund may implement its strategy through the use of derivatives, please consider the staff observations concerning derivatives disclosure set forth in the letter from Barry D. Miller, Associate Director, Office of Legal and Disclosure, to Karrie McMillan, General Counsel, Investment Company Institute dated July 30, 2010.  See
http://www.sec.gov/divisions/investment/guidance/ici073010.pdf.

4. The first sentence of the third paragraph under the caption “Investment Strategy”
states, in part, that the Fund’s Advisor “seeks to build a strategically developed core

Michael K. Hoffman, Esq.
January 5, 2011 Page 2
  portfolio of energy infrastructure MLPs with  a tactical overlay of additional MLPs to
take advantage of the changing dynamics across the various MLP subsectors within the energy infrastructure sector.”  Please explain this aspect of the Fund’s strategy in plain English.  Please include a definition of the term “energy infrastructure.”  5. Footnote (3) provides that the Advisor has agreed to pay offering costs “that exceed $    per common share.”  Please include in footnote (3) an estimate of the following:
 the size of the offering in dollars and shares;
 the total offering costs in dollars and costs per share;
 the offering costs expected to be paid by the Advisor in dollars and costs
per share; and
 the offering costs expected to be paid by the Fund in dollars and costs per
share.
 Please make corresponding changes to footnote (1) to the Summary of Fund Expenses on page 32 of the prospectus.
Prospectus Summary — Principal Investment Policies (Page 2)

6. The second paragraph of this section uses the term “Managed Assets.”  Please define that term here.
Prospectus Summary — Other Investment Practices (Page 7)

7. The last sentence of the paragraph captioned “Other Investment Companies” states that investments in investment companies that invest “primarily” in MLP entities will be counted for purposes of the Fund’s policy of investing at least 80% of its Managed Assets in MLPs investments.  First, for purposes of this policy, please define the term “primarily.”  Second, please disclose why they should be counted as MLPs for purposes of the Fund’s policy of investing at least 80% of its assets in MLP investments.  Also, disclose how they will be counted towards the 80% policy.  See Rule 35d-1 under
the Investment Company Act.  Third, we note that in this section the 80% policy is stated in terms of Managed Assets.  On the front cover page of the prospectus, however, the 80% policy is stated in terms of “net assets plus borrowings for investment purposes.”  Please revise the 80% policy in this section to be consistent with the front cover.

Summary of Fund Expenses (Page 32)

8. Footnote (4) presents a table of the Fund’s expenses assuming no leverage is used.  Please reformat the table in the footnote and reduce the font so that it is not confused with the fee table that assumes use of leverage.
General Comments

Michael K. Hoffman, Esq.
January 5, 2011 Page 3
  9. Where a comment is made in one location, it is applicable to all similar disclosure
appearing elsewhere in the registration statement.  10. We note that portions of the filing are incomplete.  We may have additional comments on such portions when you complete them in pre-effective amendments, on disclosures made in response to this letter, on information supplied supplementally, or on exhibits added in any pre-effective amendments.

11. If you intend to omit certain information from the form of prospectus included with the registration statement that is declared effective in reliance on Rule 430A under the Securities Act, please identify the omitted information to us supplementally, preferably before filing the final pre-effective amendment.

12. Please advise us if you have submitted or expect to submit exemptive applications or no-action requests in connection with your registration statement.

13. Response to this letter should be in the form of a pre-effective amendment filed pursuant to Rule 472 under the Securities Act.  Where no change will be made in the filing in response to a comment, please indicate this fact in a supplemental letter and briefly state the basis for your position.  14. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing reviewed by the staff to be certain that they have provided all information investors require for an informed decision.  Since the Fund and its management are in possession of all facts relating to the Fund’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.      15. Notwithstanding our comments, in the event the Fund requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that
  should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
 the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the Fund from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
 the Fund may not assert this action as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.
  In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of th e Division of Investment Management in
connection with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as a confirmation of the fact that those requesting acceleration are

Michael K. Hoffman, Esq.
January 5, 2011 Page 4
  aware of their respective responsibilities.  We will act on the request and, pursuant to
delegated authority, grant acceleration of the effective date.
*  *  *  *  *

 If you have any questions prior to filing a pre-effective amendment, please call me at (202) 551-6945.          S i n c e r e l y ,            John M. Ganley        Senior Counsel