SMM Salient Midstream and MLP Fund

PROXY STATEMENT

OF

Saba Capital Management, L.P.

_________________________

PLEASE SIGN, DATE AND MAIL THE ENCLOSED GOLD PROXY CARD TODAY

This Proxy Statement and the enclosed GOLD proxy card are being furnished by Saba Capital Management, L.P. (“Saba Capital”), Saba Capital CEF Opportunities 1, Ltd. (Saba CEF”), Boaz R. Weinstein (“Mr. Weinstein," and together with, Saba Capital and Saba CEF, “Saba,” “we,” or “us”) and the Nominees (as defined below) named in the proposal below (the Nominees together with Saba, the “Participants”), in connection with the solicitation of proxies from the shareholders of Salient Midstream & MLP Fund, a Delaware statutory trust and closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “Fund”).

As a result of what we believe to be the continued poor investment performance of the Fund, its common stock shares of beneficial interest, $.01 par value (the “Common Shares”) trade at a significant discount to the Fund’s net asset value (“NAV”).^[1] We believe that this discount is attributable to a lack of effective management on the part of the board of trustees (the “Board”) of the Fund and therefore believe the Board needs fresh ideas and an independent perspective to address the Fund’s discount and that the Nominees’ election to the Board will send a strong message that the Fund’s shareholders are not satisfied with the Fund’s management and their treatment of shareholder investment.

We are convinced that NOW is the time to take action to close the Fund’s discount and we urge shareholders to elect our Nominees, who, if elected, would serve the best interests of all shareholders.

We are therefore seeking your support at the upcoming 2022 annual meeting of shareholders to be held on [●], 2022 at [●] [a.m./p.m.], [Central Time] at [●], including any adjournments or postponements thereof and any meeting which may be called in lieu thereof (the “Annual Meeting”).

Saba is seeking your support with respect to the following proposal (the “Proposal”) and to consider and act upon any other business that may properly come before the Annual Meeting.

¹ Over the three year period beginning February 28, 2019 and ending February 28, 2022, the Fund’s discount to NAV was 20.2511%. Source: Bloomberg Terminal; Stock price graph for Salient Midstream & MLP Fund, 2/28/19 to 2/28/22, a copy of which graph is provided on page 3 below.

This Proxy Statement and GOLD proxy card are first being mailed or given to the Fund’s shareholders on or about [●].

Based on the Fund’s preliminary proxy statement for the Annual Meeting filed with the Securities Exchange Commission (the “SEC”) on [●], 2022 (the “Fund’s Proxy Statement”) as well as other public information, the Board is currently comprised of six trustees divided into three classes. Each class is elected for a term of three years, with the term of one class of trustees expiring at each annual meeting of the shareholders. According to the Fund’s Proxy Statement, two Class I trustees, whose respective terms will expire at the 2025 annual meeting of shareholders, are to be elected by holders of Common Shares at the Annual Meeting.

Through this Proxy Statement and enclosed GOLD proxy card, we are soliciting proxies to elect the Nominees to serve as Class I trustees. The names, backgrounds and qualifications of the Fund’s nominees, and other information about them, can be found in the Fund’s Proxy Statement. There is no assurance that any of the Fund’s nominees will serve as trustees if any or all of our Nominees are elected.

The Fund has set the record date for determining shareholders entitled to notice of and to vote at the Annual Meeting (the “Record Date”) as February 28, 2022. Shareholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, there were [●] Common Shares outstanding according to the Fund’s Proxy Statement, and the Participants “beneficially owned” (such term as used in Schedule 14A within the meaning of Rule 13d-3 or Rule 16a-1 under the Securities Exchange Act of 1934 (the “Exchange Act”)) 3,357,795 Common Shares in the aggregate, as further described in Annex I.

We urge you to sign, date and return the GOLD proxy card “FOR ALL” of the Nominees in the Proposal. This Proxy Statement and GOLD proxy card are first being mailed or given to the Fund’s shareholders on or about [●].

Saba intends to solicit all shareholders of the Fund and deliver a proxy statement to such shareholders, which means that Saba intends to deliver this Proxy Statement and the accompanying Form of GOLD Proxy Card to holders of at least the percentage of the Fund’s voting shares required under applicable law to carry the Proposal described in this Proxy Statement and in the Form of GOLD Proxy Card. This proxy solicitation is being made by Saba and the Nominees, and not on behalf of the Board or management of the Fund or any other third party. We are not aware of any other matters to be brought before the Annual Meeting other than as described herein. Should other matters be brought before the Annual Meeting, the persons named as proxies in the enclosed GOLD proxy card will vote on such matters in their discretion.

If you have already voted using the Fund’s [color] proxy card, you have every right to change your vote by completing and mailing the enclosed GOLD proxy card in the enclosed pre-paid envelope or by voting via Internet or by telephone by following the instructions on the GOLD proxy card. Importantly, only the latest validly executed proxy that you submit will be counted. In addition, any proxy may be revoked at any time prior to its exercise at the Annual Meeting by following the instructions under “Can I change my vote or revoke my proxy?” in the Questions and Answers section.

For instructions on how to vote, including the quorum and voting requirements for the Fund and other information about the proxy materials, see the Questions and Answers section starting on page 6.

If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, InvestorCom, toll free at (877) 972-0090 or collect at (203) 972-9300.

As the Fund’s largest shareholder, Saba has nominated a slate of two highly-qualified and independent Nominees to the Board and is committed to improving the Fund for the benefit of all shareholders.

The Fund’s average annual return has underperformed its benchmark substantially since inception. The Fund’s total return based on its share price since its inception on May 24, 2012 until December 31, 2021 was -31.32%. During the same period, the Alerian Midstream Energy Select Index (AMEI) was up +4.83% annualized, a total return of +57.37%. Please see the below chart reproduction evidencing this.²

In addition, over the three year period beginning February 28, 2019 and ending February 28, 2022, the Fund’s discount to NAV was -20.2511%, as evidenced by the below Bloomberg Terminal graph.³

As committed investors, we are looking for the Fund to improve in order to generate maximum returns for all shareholders. As a result, Saba is nominating two highly-qualified and independent Nominees who Saba believes will bring a fresh perspective to the Board.

Saba believes that, if elected, each of the Nominees will be considered an independent trustee of the Fund under (i) the NYSE American’s Listing Standards (the “Listing Standards”), and (ii) paragraph (a)(1) of Item 407 of Regulation S-K. In addition, Saba believes that the Nominees are not and will not be “interested persons” of the Fund within the meaning of section 2(a)(19) of the 1940 Act.

Saba’s nomination of the Nominees is aimed at improving the Fund for the benefit of all shareholders.

We urge you to support our Nominees by voting the GOLD proxy card today. 

 ____________________

² Bloomberg Terminal; Stock price analysis chart for Salient Midstream & MLP Fund. 5/14/12 to 12/31/21.

³  Bloomberg Terminal; Stock price graph for Salient Midstream & MLP Fund. 5/14/12 to 12/31/21.

⁴  See footnote 3 above.

According to the Fund’s Proxy Statement and other public information, the Board is currently comprised of six trustees divided into three classes. The members of each class are elected to serve three-year terms with the term of office of each class ending in successive years, and it is our expectation that there will be two trustees elected by holders of Common Shares at the Annual Meeting.

We are soliciting proxies to elect the Nominees— Pierre Weinstein and Paul Kazarian —to serve as trustees with terms expiring at the 2025 annual meeting of shareholders. The Nominees, if all are elected, would constitute two of six members, a minority, of the Board.

The Participants intend to vote all of their Common Shares in favor of the Nominees.

Each of the Nominees, if elected, will serve three-year terms until the 2025 annual meeting of shareholders. There is no assurance that any incumbent trustee of the Fund will serve as a trustee if one or more of the Nominees is elected to the Board. You should refer to the Fund’s Proxy Statement for the names, background, qualifications and other information concerning the Fund’s nominees. The ages shown below are as of the date of the filing of this Proxy Statement.

None of the Nominees currently hold, nor at any time has held, any position with the Fund. None of the Nominees oversee any portfolios in the Fund’s Fund Complex (as defined in the 1940 Act).

As of the date hereof, the dollar range of the equity securities of the Fund beneficially owned by the Nominees and the aggregate range of equity securities in all funds to be overseen by the Nominees, is as follows:

None of the organizations or corporations referenced above is a parent, subsidiary, or other affiliate of the Fund. Pierre Weinstein and Paul Kazarian have, within the past several years, been nominated by Saba to serve as a director of additional closed-end funds, and therefore has served as a Saba nominee on multiple occasions. Pierre Weinstein and Paul Kazarian currently serve as directors to Templeton Global Income Fund. We believe that, if elected, each of the Nominees will be considered an independent trustee of the Fund under (i) the Listing Standards, and (ii) paragraph (a)(1) of Item 407 of Regulation S-K. In addition, we believe that the Nominees are not and will not be “interested persons” of the Fund within the meaning of section 2(a)(19) of the 1940 Act.

The Nominees will not receive any compensation from Saba for their services as trustees of the Fund if elected or for any other reason. If elected, the Nominees will be entitled to such compensation from the Fund as is consistent with the Fund’s practices for services of non-employee trustees.

Each of the Nominees has agreed to being nominated as a Nominee in this Proxy Statement and has confirmed his willingness to serve on the Board if elected. We do not expect that any of the Nominees will be unable to stand for election, but, in the event that a Nominee is unable to or for good cause will not serve, the Common Shares represented by the GOLD proxy card will be voted for a substitute candidate selected by Saba, a right that Saba has reserved in its nomination notice. In the case of any of the foregoing, Saba will give prompt written notice to the Fund if it chooses to nominate any such additional or substitute nominee and Saba will file and deliver supplemental proxy materials, including a revised proxy card, disclosing the information relating to such additional persons that is required to be disclosed in solicitations for proxies for the election of trustees pursuant to Section 14 of the Exchange Act. If Saba determines to add nominees, whether because the Fund expands the size of the Board subsequent to the date of this Proxy Statement or for any other reason, Saba will supplement this Proxy Statement.

Vote Required.

According to the Amended and Restated By-Laws of the Fund, dated October 26, 2021 (the “By-Laws”), the Fund’s Agreement and Declaration of Trust dated November 1, 2011 (the “Charter”) and the Fund’s Proxy Statement, in an election of trustees, the qualified nominees receiving the highest numbers of votes cast by the shareholders entitled to vote at a meeting at which a quorum is present, up to the number of trustees to be elected at such meeting, shall be elected (meaning that of the Fund’s outstanding Common Shares as of the Record Date, a plurality of such Common Shares must be voted “for” each of the Nominees in the Proposal for each one to be approved).

Withhold votes and broker non-votes, if any, will be treated as votes present at a Shareholders' meeting, but will not be treated as votes cast. Withhold votes and broker non-votes, therefore, will have no effect on the outcome of the Proposal.

We urge you to sign and return our GOLD proxy card. If you have already voted using the Fund’s [color] proxy card, you have every right to change your vote by completing and mailing the enclosed GOLD proxy card in the enclosed pre-paid envelope or by voting via Internet or by telephone by following the instructions on the GOLD proxy card. Only the latest validly executed proxy that you submit will be counted; any proxy may be revoked at any time prior to its exercise at the Annual Meeting by following the instructions under “Can I change my vote or revoke my proxy?” If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, InvestorCom, toll free at (877) 972-0090 or collect at (203) 972-9300.

Who is entitled to vote?

Only holders of Common Shares at the close of business on the Record Date, February 28, 2022, are entitled to notice of and to vote at the Annual Meeting. Shareholders who sold Common Shares before the Record Date (or acquire them without voting rights after the Record Date) may not vote such Common Shares. Shareholders of record on the Record Date will retain their voting rights in connection with the Annual Meeting even if they sell such Common Shares after the Record Date (unless they also transfer their voting rights as of the Record Date). According to the Fund’s Proxy Statement, the only outstanding class of securities of the Fund entitled to vote at the Annual Meeting is the Common Shares.

How do I vote my shares?

Common Shares held in record name. If your Common Shares are registered in your own name, please vote today by signing, dating and returning the enclosed GOLD proxy card in the postage-paid envelope provided. Execution and delivery of a proxy by a record holder of Common Shares will be presumed to be a proxy with respect to all shares held by such record holder unless the proxy specifies otherwise.

Common Shares beneficially owned or held in “street” name. If you hold your Common Shares in “street” name with a broker, bank, dealer, trust company or other nominee, only that nominee can exercise the right to vote with respect to the Common Shares that you beneficially own through such nominee and only upon receipt of your specific instructions. Accordingly, it is critical that you promptly give instructions to your broker, bank, dealer, trust company or other nominee to vote FOR ALL of the Nominees. Please follow the instructions to vote provided on the enclosed GOLD proxy card. If your broker, bank, dealer, trust company or other nominee provides for proxy instructions to be delivered to them by telephone or Internet, instructions will be included on the enclosed GOLD voting instruction form. We urge you to confirm in writing your instructions to the person responsible for your account and provide a copy of those instructions by emailing them to Saba@investor-com.com or mailing them to Saba Capital Management, L.P., c/o InvestorCom, 19 Old Kings Highway S., Suite 210, Darien, CT 06820, so that we will be aware of all instructions given and can attempt to ensure that such instructions are followed.

Note: Common Shares represented by properly executed GOLD proxy cards will be voted at the Annual Meeting as marked and, in the absence of specific instructions, “FOR ALL” of the Nominees listed in the Proposal.

How should I vote on the Proposal?

We recommend that you vote your shares on the GOLD proxy card as follows:

“FOR ALL” two of the Nominees standing for election to the Board named in this Proxy Statement.

How many shares must be present to hold the Annual Meeting?

According to the By-Laws, the holders of a majority of the outstanding shares entitled to vote in person or represented by proxy shall constitute a quorum for the election of trustees at the Annual Meeting. According to the Fund’s Proxy Statement, withhold votes will be counted for purposes of determining whether a quorum is present, but will not be counted for voting purposes with regards to the Proposal. Broker non-votes will not be counted for purposes of determining whether a quorum is present or for voting purposes. For more information on broker non-votes, see “What are “broker non-votes” and what effect do they have on the proposals?” below.

What vote is needed to approve the Proposal?

The Proposal – Election of the Nominees. According to the By-Laws, the Charter and the Fund’s Proxy Statement, in an election of trustees, the qualified nominees receiving the highest numbers of votes cast by the shareholders entitled to vote at a meeting at which a quorum is present, up to the number of trustees to be elected at such meeting, shall be elected (meaning that of the Fund’s outstanding Common Shares as of the Record Date, a plurality of such Common Shares must be voted “for” each of the Nominees in the Proposal for each one to be approved). Withhold votes will have no effect on the Proposal.

THE ONLY WAY TO SUPPORT ALL OF THE NOMINEES FOR ELECTION AT THE ANNUAL MEETING IS TO SUBMIT YOUR VOTING INSTRUCTIONS “FOR ALL” THE NOMINEES ON THE GOLD PROXY CARD. PLEASE DO NOT SIGN OR RETURN A [COLOR] PROXY CARD FROM THE FUND, EVEN IF YOU INSTRUCT TO “WITHHOLD” ON THEIR TRUSTEE NOMINEES. DOING SO WILL REVOKE ANY PREVIOUS VOTING INSTRUCTIONS YOU PROVIDED ON THE GOLD PROXY CARD.

What are “broker non-votes” and what effect do they have on the Proposal?

Generally, broker non-votes occur when shares held by a broker, bank or other nominee in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker, bank or other nominee has not received voting instructions from the beneficial owner and lacks discretionary voting power to vote those shares with respect to that particular proposal. If your shares are held in the name of a brokerage firm, and the brokerage firm has not received voting instructions from you, as the beneficial owner of such shares with respect to that proposal, the brokerage firm cannot vote such shares on that proposal unless it is a “routine” matter. Under the rules and interpretations of the New York Stock Exchange, if you receive proxy materials from or on behalf of both Saba and the Fund, brokers, banks and other nominees will not be permitted to exercise discretionary authority regarding any of the proposals to be voted on at the Annual Meeting, whether “routine” or not. Because Saba has initiated a contested proxy solicitation, there will be no “routine” matters at the Annual Meeting for any broker accounts that are provided with proxy materials by Saba. As a result, there will be no broker non-votes by such banks, brokers or other nominees with respect to such accounts. If you do not submit any voting instructions to your broker, bank or other nominee with respect to such accounts, your shares in such accounts will not be counted in determining the outcome of any of the proposals at the Annual Meeting, nor will your shares be counted for purposes of determining whether a quorum exists.

Broker non-votes will not be counted for purposes of determining whether a quorum is present or for voting purposes with regards to the Proposal.

What should I do if I receive a proxy card from the Fund?

You may receive proxy solicitation materials from the Fund, including an opposition proxy statement and [color] proxy card. We are not responsible for the accuracy of any information contained in any proxy solicitation materials used by the Fund or any other statements that it may otherwise make.

We recommend that you discard any [color] proxy card or solicitation materials that may be sent to you by the Fund. Voting “WITHHOLD” for any of the Fund’s nominees on its [color] proxy card is not the same as voting for our Nominees because a vote withheld for any of the Fund’s nominees on the Fund’s [color] proxy card will revoke any previous voting instructions that you submitted. If you have already voted using the Fund’s [color] proxy card, you have every right to change your vote by using the enclosed GOLD proxy card by signing, dating and returning the enclosed GOLD proxy card in the postage-paid envelope provided. Only the latest validly executed proxy that you submit will be counted; any proxy may be revoked at any time prior to its exercise at the Annual Meeting by following the instructions below under “Can I change my vote or revoke my proxy?”

If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, InvestorCom. Shareholders may call toll free at (877) 972-0090 or collect at (203) 972-9300.

Can I change my vote or revoke my proxy?

If you are the shareholder of record, you may change your proxy instructions or revoke your proxy at any time before your proxy is voted at the Annual Meeting. Proxies may be revoked by any of the following actions:

If your shares are held in a brokerage account by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee. If you attend the Annual Meeting and you beneficially own Common Shares but are not the record owner, your mere attendance at the Annual Meeting WILL NOT be sufficient to revoke any previously submitted proxy card. You must have written authority from the record owner to vote your shares held in its name at the meeting in the form of a “legal proxy” issued in your name from the bank, broker or other nominee that holds your shares. If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, InvestorCom, toll free at (877) 972-0090 or collect at (203) 972-9300.