Filing Details

SCHEDULE 13D DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 4/25/23 1. NAME OF REPORTING PERSON Bulldog Investors, LLP 2. CHECK THE BOX IF MEMBER OF A GROUP a[] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION DE ___________________________________________________________ 7. SOLE VOTING POWER 4,710 8. SHARED VOTING POWER 88,753 9. SOLE DISPOSITIVE POWER 4,710 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 88,753 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 93,463(Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 3.59% 14. TYPE OF REPORTING PERSON IA ___________________________________________________________ 1. NAME OF REPORTING PERSON Phillip Goldstein 2. CHECK THE BOX IF MEMBER OF A GROUP a[] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ___________________________________________________________ 7. SOLE VOTING POWER 4,710 8. SHARED VOTING POWER 135,842 9. SOLE DISPOSITIVE POWER 4,710 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 135,842 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 140,552 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 5.40% 14. TYPE OF REPORTING PERSON IN ___________________________________________________________ 1. NAME OF REPORTING PERSON Andrew Dakos 2. CHECK THE BOX IF MEMBER OF A GROUP a[] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ___________________________________________________________ 7. SOLE VOTING POWER 4,710 8. SHARED VOTING POWER 135,842 9. SOLE DISPOSITIVE POWER 4,710 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 135,842 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 140,552(Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 5.40% 14. TYPE OF REPORTING PERSON IN ___________________________________________________________ Item 1. SECURITY AND ISSUER This Schedule 13D relates to the shares of Common Stock of NextGen Infrastructure Income Fund ("NXG" or the "Issuer"). The principal executive offices of NXG are located at 600 N. Pearl Street, SUite 1205 Dallas, TX 75201 Item 2. IDENTITY AND BACKGROUND (a) This statement is filed on behalf of Bulldog Investors,LLP (a Delaware Limited Liability Partnership), Phillip Goldstein, and Andrew Dakos. (b) The business address of the reporting persons is Park 80 West-Plaza Two, 250 Pehle Ave., Suite 708, Saddle Brook, NJ 07663. (c) Bulldog Investors,LLP is a registered investment adviser. Messrs. Goldstein and Dakos are partners of Bulldog Investors,LLP. (d) n/a (e) n/a (f) Each of Messrs. Goldstein and Dakos is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS Shares of the Issuer have been accumulated on behalf of clients of Bulldog Investors,LLP and on behalf of a registered closed-end investment company for which Messrs. Goldstein and Dakos have investment and voting authority. ITEM 4. PURPOSE OF TRANSACTION The filing persons believe the issuer's shares are undervalued and are hopeful management will take action to address the disparity between market price and net asset value. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As per the N-CSR filed on 2/6/2023 there were 2,601,714 shares of common stock outstanding as of 11/30/22. The percentages set forth herein were derived using such number. Phillip Goldstein and Andrew Dakos own Bulldog Investors, LLP, a registered investment advisor. As of May 5, 2023 Bulldog Investors, LLP is deemed to be the beneficial owner of 93,463 shares of NXG (representing 3.59% of NXG's outstanding shares) solely by virtue of Bulldog Investors LLP's power to direct the vote of,and dispose of, these shares. As of May 5, 2023, each of Messrs. Goldstein and Dakos is deemed to be the beneficial owner of 140,552 shares of NXG (representing 5.40% of NXG's outstanding shares) by virtue of their power to direct the vote of, and dispose of, these shares. (b)Bulldog Investors,LLP has sole power to dispose of and vote 4,710 shares. Bulldog Investors, LLP has shared power to dispose of and vote 88,753 shares. Certain of Bulldog Investors, LLP's clients (none of whom beneficially own more than 5% of NXG's shares) share this power with Bulldog Investors, LLP. Messrs. Goldstein and Dakos are partners of Bulldog Investors, LLP. Messrs. Goldstein and Dakos have shared power to dispose of and vote an additional 47,089 shares. c) During the past 60 days the following shares of NXG were bought. Date Shares Price 5/4/2023 1,982 33.9891 5/3/2023 3,075 34.3086 5/1/2023 140 35.9000 4/28/2023 315 36.4300 4/26/2023 2,987 35.9185 4/25/2023 493 36.7817 4/19/2023 1,008 37.0000 4/5/2023 618 36.5947 4/4/2023 5,898 36.8366 4/3/2023 2,745 37.3855 3/31/2023 350 36.7100 3/30/2023 1,007 36.1498 3/29/2023 2,451 35.4750 3/28/2023 7,549 34.9525 3/27/2023 9,000 34.8541 3/23/2023 1,000 34.0460 3/22/2023 2,405 35.2016 3/20/2023 7,547 35.5526 3/17/2023 569 35.3477 3/16/2023 882 35.8118 3/15/2023 400 36.3050 3/10/2023 3,440 38.4523 3/9/2023 2,936 39.8008 3/7/2023 808 39.7329 d) Clients of Bulldog Investors, LLP and a closed-end investment company for which Messrs. Goldstein and Dakos have investment authority are entitled to receive any dividends or sales proceeds. e) N/A ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. N/A ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit A After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: 5/8/2023 By: /S/ Phillip Goldstein Name: Phillip Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos Bulldog Investors, LLP By: /s/ Andrew Dakos Andrew Dakos, Partner Footnote 1: The reporting persons disclaim beneficial ownership except to the extent of any pecuniary interest therein. Exhibit A: Agreement to Make Joint Filing Agreement made as of the 8th day of May, 2023, by and among Bulldog Investors, LLP, Phillip Goldstein and Andrew Dakos. WHEREAS, Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 provides that whenever two or more persons are required to file a statement containing the information required by Schedule 13D with respect to the same securities, only one such statement need be filed, so long as, among other things, such filing includes as an exhibit an agreement among such persons that such a statement is filed on behalf of each of them; WHEREAS, in connection with certain holdings of NextGen Infrastructure Income Fund (NXG), each of the parties to this Agreement is required to file a statement containing the information required by Schedule 13D with respect to the same holdings of NXG; NOW THEREFORE, the parties hereby agree that one statement containing the information required by Schedule 13D shall be filed on behalf of each party hereto. IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first written above. By:/s/ Phillip Goldstein By:/s/ Andrew Dakos Phillip Goldstein Andrew Dakos BULLDOG INVESTORS, LLP By:/s/ Andrew Dakos Andrew Dakos, Partner