SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant
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Filed by a Party other
than the Registrant þ
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Under Rule 14a-12 |
Salient Midstream & MLP Fund
(Name of Registrant as Specified In Its Charter)
Saba Capital Management, L.P.
Saba Capital CEF Opportunities 1,
Ltd.
Boaz R. Weinstein
Pierre Weinstein
Paul Kazarian
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11. |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the |
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Date Filed: |
DATED MAY 25, 2022
Salient Midstream & MLP Fund
__________________________
PROXY STATEMENT
OF
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| 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 that we believe will be held on June 24, 2022 at 3:00 p.m. (Central Daylight Time), including any adjournments or postponements
thereof and any meeting which may be called in lieu thereof (the “Annual Meeting”), at the principal office of the Fund, 4265
San Felipe, 8th Floor, Houston, Texas 77027.
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.
| Proposal |
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Our Recommendation |
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1. |
To elect Saba’s slate of two individuals, Pierre Weinstein and Paul Kazarian (each, a “Nominee,” collectively the “Nominees”) as Class I trustees to be elected by the holders of Common Shares, with each such individual(s), if elected, to serve until the annual meeting of shareholders in 2025, or until his or their successors are elected and qualified to serve as trustees. |
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FOR ALL TWO of the Nominees |
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To consider and act upon any other business that may properly come before the Annual Meeting. |
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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 in the Reasons for This Proxy Solicitation
section below.
This Proxy Statement and GOLD proxy card are first being
mailed or given to the Fund’s shareholders on or about May 25, 2022.
Based on the Fund’s preliminary proxy statement for the Annual Meeting
filed with the Securities Exchange Commission (“SEC”) on May 24, 2022 (the “Fund’s Proxy Statement”), annual
report on Form N-CSR for the fiscal year ended November 30, 2021 filed with the SEC on February 4, 2022 (the “Fund’s 2021
Annual Report”), 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.
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 announced that it set the record date
for determining shareholders entitled to notice of and to vote at the Annual Meeting (the “Record Date”) as February 28,
2022.2 Shareholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting.
As of the close of business on the date hereof, the Participants may be
deemed to “beneficially own” (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”)), in the aggregate, 3,767,363 Common Shares, as further described in Annex I.
At the close of business on the Record Date, Saba CEF held 1,000 Common Shares in record name, and the Participants beneficially owned
3,357,795 Common Shares in the aggregate. There were 17,722,448 Common Shares outstanding as of the Record Date according to the Fund’s
Proxy Statement.
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 May 25, 2022.
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 white 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.
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We urge you to promptly sign,
date and return your GOLD proxy card. |
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.
____________________
2
Saba does not believe the Fund complied with Rule 14a-13 of the Exchange Act which requires that, in order to validly set a record
date, registrants such as the Fund conduct a broker search of their record holders to determine the number of sets of proxy soliciting
materials that need to be distributed. Rule 14a-13 requires that this broker search be completed at least 20 business days prior to the
record date of the meeting. Broadridge Financial Solutions, the intermediary typically used by public companies to conduct the search
and satisfy the 14a-13 search requirements, has informed Saba's proxy solicitor that it received no such notice from the Fund, either
20 days in advance (as required by the Exchange Act) or at all. Saba also contacted the various intermediaries at which Saba's shares
are held. The very same intermediaries that are required to be notified 20 business days in advance of a record date being set, pursuant
to Rule 14a-13. None of them have any record of correspondence, notification or instruction concerning the setting of a record date,
and certainly not 20 business in advance as required by the Exchange Act. Saba therefore does not believe the Fund's record date has
been validly set under the rules and regulations of the Exchange Act. For the avoidance of doubt, Saba's use of the term "Record Date"
in this Proxy Statement shall not constitute an admission as to the legality or validity of the Fund's purported February 28 record date.
| REASONS FOR THIS PROXY SOLICITATION |
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.3
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.4
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.
____________________
3
Bloomberg Terminal; Stock price analysis chart for Salient Midstream & MLP Fund. 5/14/12 to 12/31/21.
4
Bloomberg
Terminal; Stock price graph for Salient Midstream & MLP Fund. 5/14/12 to 12/31/21.
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.
| the
Fund’s Common Shares currently trade at a value significantly less than what the securities held by the Fund are worth.5 We
recommend voting “FOR ALL” of the Nominees in the Proposal who, if nominated, will endeavor to close the
Fund’s discount to NAV. |
____________________
5
See
footnote 4 above.
| PROPOSAL: ELECTION OF THE NOMINEES AS CLASS I TRUSTEES |
According to the Fund’s Proxy Statement
2021 Annual Report 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.
Nominees:
| (1) |
(2) |
(3) |
(4) |
(5) |
(6) |
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Name, Address,
and Age |
Position(s) Held
with Fund |
Term of Office and Length of Time Served |
Principal Occupation(s) During Past 5 Years |
Number of Portfolios in Fund
Complex Overseen by Director or Nominee for Director |
Other Directorships Held by Director or Nominee for Director |
|
Pierre Weinstein
Address
c/o Saba Capital Management, L.P., 405 Lexington Avenue, 58th Floor, New
York, New York 10174
Age
46 |
None |
N/A |
Mr. Weinstein has served as Partner and Portfolio Manager at Saba Capital,
an investment advisor focused on credit and equity relative value strategies, since launch in April 2009. Previously, Mr. Weinstein served
as a Portfolio Manager at Saba Principal Strategies, the proprietary credit trading group at Deutsche Bank, from January 2005 to March
2009, where he managed the equity derivatives and international convertible bond strategies. Mr. Weinstein started his investment career
at Société Générale in Paris in 1998 as an equity derivatives market maker and had various roles until 2004,
including as Vice President and also as a convertible bond proprietary trader in New York.
Mr. Weinstein has also served as the CEO of Saba Capital Income & Opportunities
Fund since June 2021 and as a director of Templeton Global Income Fund since May 2021. |
N/A |
Mr. Weinstein has served as a director of Templeton Global Income Fund since
May 2021.
Other than as disclosed herein, Mr. Weinstein has not held any directorships
during the past five years. |
Mr. Weinstein holds a MS in Engineering from École Centrale Lyon
and a MS in Finance from École HEC in Paris.
Mr. Weinstein’s qualifications to serve as a director include his
decades of experience leading various asset and wealth management platforms and his deep knowledge of portfolio management, and his expertise
in credit and derivatives trading.
| (1) |
(2) |
(3) |
(4) |
(5) |
(6) |
|
Name, Address,
and Age |
Position(s) Held
with Fund |
Term of Office and Length of Time Served |
Principal Occupation(s) During Past 5 Years |
Number of Portfolios in Fund
Complex Overseen by Director or Nominee for Director |
Other Directorships Held by Director or Nominee for Director |
|
PAUL KAZARIAN
Address
c/o Saba Capital Management, L.P., 405 Lexington Avenue, 58th Floor, New
York, New York 10174
Age
38 |
None |
N/A |
Mr. Kazarian has served as Partner, Managing Director and Closed-End
Fund Portfolio Manager at Saba Capital, an investment advisor focused on credit and equity relative value strategies, since March 2013,
and is responsible for Exchange Traded products, including ETF arb and Closed-End Funds. Prior to that, Mr. Kazarian worked at RBC Capital
Markets, LLC, an investment banking and management company and subsidiary of the Royal Bank of Canada (NYSE: RY), where he served as a
Director in its Global Arbitrage and Trading Group, from 2007 to March 2013. Prior to that, Mr. Kazarian served at Merrill Lynch, Pierce,
Fenner & Smith Incorporated, an investment banking and management company, where he served as a technology analyst, from 2006 to 2007.
Mr. Kazarian has also served as a director of Templeton Global
Income Fund since May 2021. |
N/A |
Mr. Kazarian has served as a director of Templeton Global Income Fund since
May 2021.
Other than as disclosed herein, Mr. Kazarian has not held any directorships
during the past five years. |
Mr. Kazarian received his Bachelor of Arts in Political Science from Bates
College.
Mr. Kazarian’s qualifications to serve as a trustee include expertise
in bonds, loans, equities, derivatives, ETFs and Closed-End Funds.
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:
| Name of Nominee |
|
Dollar Range of Equity Securities in the Fund |
|
Aggregate Dollar Range of Equity Securities in All Companies to be Overseen by the Nominee in a Family of Investment Companies |
| Pierre Weinstein |
|
None |
|
None |
| Paul Kazarian |
|
None |
|
None |
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”) and the Fund’s Agreement and Declaration of Trust dated
November 1, 2011 (the “Charter”), 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).
Withheld votes, if any, will be treated
as votes present at a Shareholders’ meeting and so will be counted for purposes of determining whether a quorum is present, but
will not be treated as votes cast. Broker non-votes will not be counted for purposes of determining whether a quorum is present or for
voting purposes. 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 white 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.
| We Recommend a Vote FOR ALL of the Nominees for election at the Annual Meeting on the GOLD proxy card. |
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING |
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).
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. Withhold votes are counted for purposes of determining whether a quorum is present, but are not counted
for voting purposes with regards to any 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 and the Charter, 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 WHITE 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 a white 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 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 white 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 white proxy card will revoke any previous voting
instructions that you submitted. If you have already voted using the Fund’s white 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:
| · | signing, dating and returning the enclosed GOLD
proxy card in the postage-paid envelope provided (the latest dated proxy is the only one that counts); |
| · | delivering a written revocation to the secretary
of the Fund; or |
| · | attending the Annual Meeting and voting by ballot
in person (although attendance at the Annual Meeting will not, by itself, revoke a proxy). |
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.
IF YOU HAVE ALREADY VOTED USING THE
FUND’S WHITE PROXY CARD, WE URGE YOU TO REVOKE IT BY FOLLOWING THE INSTRUCTIONS ABOVE. Although a revocation is effective
if delivered to the Fund, we request that a copy of any revocation be mailed 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 revocations.
Who is making this
Proxy Solicitation and who is paying for it?
The solicitation of proxies
pursuant to this proxy solicitation is being made by Saba and the Nominees. Proxies may be solicited by mail, facsimile, telephone, telegraph,
Internet, in person or by advertisements. Saba will solicit proxies from individuals, brokers, banks, bank nominees and other institutional
holders. Saba has requested banks, brokerage houses and other custodians, nominees and fiduciaries to forward all solicitation materials
to the beneficial owners of the Common Shares they hold of record. Saba will reimburse these record holders for their reasonable out-of-pocket
expenses in so doing. It is anticipated that certain regular employees of Saba will also participate in the solicitation of proxies in
support of the Nominees. Such employees will receive no additional consideration if they assist in the solicitation of proxies.
Saba has retained InvestorCom
to provide solicitation and advisory services in connection with this solicitation. InvestorCom will be paid a fee not to exceed $20,000
based upon the campaign services provided. In addition, Saba will advance costs and reimburse InvestorCom for reasonable out-of-pocket
expenses and will indemnify InvestorCom against certain liabilities and expenses, including certain liabilities under the federal securities
laws. InvestorCom will solicit proxies from individuals, brokers, banks, bank nominees and other institutional holders. It is anticipated
that InvestorCom will employ approximately 25 persons to solicit the Fund’s shareholders as part of this solicitation. InvestorCom
does not believe that any of its owners, managers, officers, employees, affiliates or controlling persons, if any, is a “participant”
in this proxy solicitation.
The entire expense of soliciting
proxies is being borne by Saba. Costs of this proxy solicitation are currently estimated to be approximately $150,000. We estimate that
through the date hereof, Saba’s expenses in connection with the proxy solicitation are approximately $85,000. If successful
in its proxy solicitation through the election of any of the Nominees listed in the Proposal, Saba may seek reimbursement of these costs
from the Fund. For the avoidance of doubt, such reimbursement is not guaranteed. In the event that Saba decides to seek reimbursement
of its expenses, Saba does not intend to submit the matter to a vote of the Fund’s shareholders. The Board, which will consist
of two Nominees, if all are elected, and four incumbent trustees of the Fund, would be required to evaluate the requested reimbursement
consistent with their fiduciary duties to the Fund and its shareholders.
What is Householding of Proxy Materials?
The SEC has adopted rules that permit companies and intermediaries (such as brokers and banks) to satisfy the
delivery requirements for proxy statements and annual reports with respect to two or more shareholders sharing the same address by delivering
a single proxy statement addressed to those shareholders. Some banks and brokers with account holders who are shareholders of the Fund
may be householding our proxy materials.
A
single copy of this Proxy Statement (and of the Fund’s Proxy Statement and annual report) will be delivered to multiple shareholders
sharing an address unless contrary instructions have been received from one or more of the affected shareholders. Once you have received
notice from your bank or broker that it will be householding communications to your address, householding will continue until you are
notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer
to receive a separate proxy statement and annual report, please notify your bank or broker and direct your request to the Fund at 4265
San Felipe, 8th Floor, Houston, Texas 77027 or by calling 1-800-809-0525. Shareholders who currently receive multiple copies of
this Proxy Statement at their address and would like to request householding of their communications should contact their bank or broker.
Because
Saba has initiated a contested proxy solicitation, we understand that banks and brokers with account holders who are shareholders of
the Fund will not be householding our proxy materials.
Where can I find additional
information concerning the Fund?
Pursuant to Rule 14a-5(c) promulgated under the Exchange Act, we have omitted
from this Proxy Statement certain disclosure required by applicable law to be included in the Fund’s Proxy Statement in connection
with the Annual Meeting. Such disclosure includes information regarding securities
of the Fund beneficially owned by the Fund’s trustees, nominees and management; the Fund’s investment manager and administrator;
the Audit Committee of the Board; certain shareholders’ beneficial ownership of more than 5% of the Fund’s voting securities;
information concerning the Fund’s trustees who are not up for election at the Annual Meeting; information concerning executive compensation;
and information concerning the procedures for submitting shareholder proposals and trustee nominations intended for consideration at the
2023 annual meeting of shareholders and for consideration for inclusion in the proxy materials for that meetings. We take no responsibility
for the accuracy or completeness of any information that is contained in the Fund’s Proxy Statement. Except as otherwise noted herein, the information in this Proxy Statement concerning the Fund has been taken
from or is based upon documents and records on file with the SEC and other publicly available information.
This Proxy
Statement and all other solicitation materials in connection with this proxy solicitation will be available on the internet, free of
charge, on the SEC’s website at https://www.edgar.sec.gov. The Edgar file number forthe Fund is 811-22626.
We urge you to carefully consider the information contained
in this Proxy Statement and then support our efforts by signing, dating and returning the enclosed GOLD proxy card today.
Thank you for your support,
| |
 |
|
| |
Saba Capital Management, L.P. |
|
| |
Saba Capital CEF Opportunities
1, Ltd. |
|
| |
Boaz R. Weinstein |
|
| |
Pierre Weinstein |
|
| |
Paul Kazarian |
|
| |
|
|
| |
May
25, 2022 |
|
ANNEX
I: INFORMATION ON THE PARTICIPANTS
Beneficial Ownership and Other Information
This proxy solicitation is being made by (i) Saba
Capital Management, L.P. (“Saba Capital”); (ii) Saba Capital CEF Opportunities 1, Ltd. (“Saba CEF”) (iii)
Boaz R. Weinstein, principal of Saba (“Mr. Weinstein,” and together with Saba Capital and Saba CEF, “Saba”)
and (iii) the Nominees. The entities and individuals listed in this paragraph may each be deemed a “Participant” and,
collectively, the “Participants.”
As of the close of business on the date hereof, the Participants may be
deemed to “beneficially own” (such term as used in Schedule 14A within the meaning of Rule 13d-3 or Rule 16a-1 under the Exchange
Act for the purposes of this Annex I), in the aggregate, 3,767,363 Common Shares, par value $.01 per share, of the Fund, representing
approximately 21.3% of the Fund’s outstanding Common Shares. The percentages used herein are based upon 17,722,448 Common Shares
outstanding as of the Record Date, as disclosed in the Fund’s Proxy Statement. Saba may be deemed to beneficially own, in the aggregate,
3,767,363 Common Shares. Of the 3,767,363 Common Shares owned in the aggregate by the Participants, such Common Shares may be deemed to
be beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) as follows: (a) 3,767,363 Common Shares (including 1,000
Common Shares held in record name by Saba CEF) may be deemed to be beneficially owned by Saba Capital by virtue of its status as the investment
manager of various funds and accounts, such funds and accounts, the (“Saba Entities”); and (b) 3,767,363 Common Shares (including
1,000 Common Shares held in record name by Saba CEF) may be deemed to be beneficially owned by Boaz R. Weinstein, a United States citizen
(“Mr. Weinstein”) by virtue of his status as the principal of Saba.
As of the date of this filing, none of the Nominees
beneficially own any Common Shares, nor do any of the Nominees beneficially own any other securities of the Fund.
The principal business of Mr. Weinstein is
investment management and serving as the principal of Saba Capital. The principal business of Saba Capital is to serve as investment
manager to the Saba Entities. The principal business of the Saba Entities is to invest in securities. The Principal business of Saba
CEF is to serve as a private investment fund.
The principal business address of each of Saba
Capital, Saba CEF, Mr. Weinstein and the Saba Entities is 405 Lexington Avenue, 58th Floor, New York, New York
10174.
Each of the Nominees is a citizen of the United States.
Information on the principal occupation and business address of each of the Nominees is set forth in the Proposal.
Unless otherwise noted as shares held in record name
by the Saba Entities, the Common Shares held by the Saba Entities are held in commingled margin accounts, which may extend margin credit
to such parties from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such
instances, the positions held in the margin account are pledged as collateral security for the repayment of debit balances in the account.
The margin accounts bear interest at a rate based upon the broker’s call rate from time to time in effect. Because other securities
are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Shares reported
herein since margin may have been attributed to such other securities and since margin used is not disclosed on an individual per-security
basis.
Disclaimer
Except as set forth
in this Proxy Statement (including the Appendices hereto), (i) during the past 10 years, no Participant in this solicitation has been
convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no Participant and no associate or “Immediate
Family Member” (as defined in Item 22 of Schedule 14A under the Exchange Act (“Item 22”)) of any Participant, is a record
owner or direct or indirect beneficial owner of any securities of the Fund, any parent or subsidiary of the Fund, any investment adviser,
principal underwriter, or “Sponsoring Insurance Company” (as defined in Item 22) of the
Fund, or in any registered investment companies overseen or to be overseen by the Participant within the same “Family of Investment
Companies” (as defined in Item 22) that directly or indirectly controls, is controlled by or is under common control with an investment
adviser, principal underwriter, or Sponsoring Insurance, or affiliated person of the Fund; (iii)
no Participant in this solicitation directly or indirectly beneficially owns any securities of the Fund which are owned of record but
not beneficially; (iv) no Participant in this solicitation has purchased or sold any securities of the Fund or the Fund’s investment
adviser during the past two years, nor from either entity’s “Parents” or “Subsidiaries” (as defined in Item
22); (v) no Participant has any “family relationship” for the purposes of Item 22 whereby a family member is an “Officer”
(as defined in Item 22), director (or person nominated to become an Officer or director), employee, partner, or copartner of the Fund,
the Fund’s investment adviser and/or a principal underwriter of any of the foregoing, or any Subsidiary or other potential affiliate
of any of the foregoing; (vi) no part of the purchase price or market value of the securities of the Fund owned by any Participant in
this solicitation is represented by Funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vii)
no Participant in this solicitation is, or within the past year was, a party to any contract, arrangements or understandings with any
person with respect to any securities of the Fund, including, but not limited to, joint ventures, loan or option arrangements, puts or
calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (viii)
no associate of any Participant in this solicitation owns beneficially, directly or indirectly, any securities of the Fund; (ix) no Participant
in this solicitation owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Fund; (x) during the
last five years, no Nominee has had any arrangement or understanding with any other person pursuant to which he was selected to be a nominee
for election as a trustee to the Fund other than the Nominee Agreements described herein; (xi) no Participant and no Immediate Family
Member of any Participant in this solicitation or any of his or its associates was a party to, or had a direct or indirect material relationship
in, any transaction or series of similar transactions since the beginning of the Fund’s last fiscal year, or is a party to any currently
proposed transaction, or series of similar transactions in which the amount involved exceeds $120,000 and for which any of the following
was or is a party: (a) the Fund or any of its subsidiaries; (b) an Officer of the Fund; (c) an investment company, or a person that would
be an investment company but for the exclusions provided by sections 3(c)(1) and 3(c)(7) of the 1940 Act, having the same investment adviser,
principal underwriter, or Sponsoring Insurance Company as the Fund or having an investment adviser, principal underwriter, or Sponsoring
Insurance Company that directly or indirectly controls, is controlled by or is under common control with the investment adviser, principal
underwriter, or Sponsoring Insurance Company of the Fund; (d) an investment adviser, principal underwriter, Sponsoring Insurance Company,
or affiliated person of the Fund; (e) any Officer or any person directly or indirectly controlling, controlled by, or under common control
with any investment adviser, principal underwriter, Sponsoring Insurance Company, or affiliated person of the Fund; (f) an Officer of
an investment adviser, principal underwriter, or Sponsoring Insurance Company of the Fund; or (g) an Officer of a person directly or indirectly
controlling, controlled by, or under common control with an investment adviser, principal underwriter, or Sponsoring Insurance Company
of the Fund; (xii) during the last five years, no Participant and no Immediate Family Member of any Participant has had a position or
office with: (a) the Fund; (b) an investment company, or a person that would be an investment company but for the exclusions provided
by Sections 3(c)(1) and 3(c)(7) of the 1940 Act, having the same investment adviser, principal underwriter, or Sponsoring Insurance Company
as the Fund or having an investment adviser, principal underwriter, or Sponsoring Insurance Company that directly or indirectly controls,
is controlled by, or is under common control with an investment adviser, principal underwriter, or Sponsoring Insurance Company of the
Fund; or (c) an investment adviser, principal underwriter, Sponsoring Insurance Company, or affiliated person (xiii) no Participant in
this solicitation or any of his or its associates has any arrangement or understanding with any person with respect to any future employment
by the Fund or its affiliates, or with respect to any future transactions to which the Fund or any of its affiliates will or may be a
party; (xiv) no Participant in this solicitation has a substantial interest, direct or indirect, by securities holdings or otherwise,
in any matter to be acted on at the Annual Meeting; (xv) there are no material pending legal proceedings to which any Nominee or any of
his or its associates is a party adverse to the Fund or, to the best of Saba’s knowledge after reasonable investigation, any affiliated
person of the Fund, nor does any Nominee have a material interest in such proceedings that is adverse to the Fund or, to the best of the
Saba’s knowledge after reasonable investigation, any affiliated person of the Fund; (xvi) since the beginning of the last two completed
fiscal years, no Participant (and no Immediate Family Member of a Participant) has served on the board of directors or trustees of a company
or trust where an Officer of an investment adviser, principal underwriter, or Sponsoring Insurance Company of the Fund, or any person
directly or indirectly controlling, controlled by, or under common control with any of those, serves on the board of directors or trustees;
and (xvii) no Participant has withheld information that is required to be disclosed under the following Items under Regulation S-K under
the Exchange Act: Item 401(f) with respect to involvement in certain legal proceedings, Item 401(g) with respect to promoters and control
persons, and Item 405 with respect to beneficial ownership and required filings.
Transactions by the Participants with respect
to the Fund’s securities
The following tables set forth all transactions effected
during the past two years by Saba, by virtue of Saba Capital’s direct and indirect control of the Saba Entities, with respect to
securities of the Fund. The Common Shares reported herein are held in either cash accounts or margin accounts in the ordinary course of
business. Unless otherwise indicated, all transactions were effected on the open market.
Common Shares:
Saba Capital, in its capacity as investment manager of the Saba
Entities (including Saba CEF)
| Date |
Side |
Common Shares |
|
Date |
Side |
Common Shares |
|
Date |
Side |
Common Shares |
| 8/30/2021 |
Buy |
29,278 |
|
10/22/2021 |
Buy |
5,170 |
|
1/24/2022 |
Buy |
100 |
| 8/31/2021 |
Buy |
102,125 |
|
10/25/2021 |
Buy |
61,286 |
|
2/1/2022 |
Buy |
600 |
| 9/1/2021 |
Buy |
208,254 |
|
10/26/2021 |
Buy |
16,729 |
|
2/2/2022 |
Buy |
13,942 |
| 9/2/2021 |
Buy |
103,826 |
|
10/27/2021 |
Buy |
10,300 |
|
2/4/2022 |
Buy |
11,006 |
| 9/3/2021 |
Buy |
152,205 |
|
10/28/2021 |
Buy |
14,835 |
|
2/7/2022 |
Buy |
14,771 |
| 9/7/2021 |
Buy |
1,600 |
|
10/29/2021 |
Buy |
4,457 |
|
2/8/2022 |
Buy |
29,836 |
| 9/8/2021 |
Buy |
44,382 |
|
11/1/2021 |
Buy |
51,006 |
|
2/9/2022 |
Buy |
5,800 |
| 9/9/2021 |
Buy |
115,970 |
|
11/22/2021 |
Buy |
9,698 |
|
2/10/2022 |
Buy |
59,457 |
| 9/10/2021 |
Buy |
118,212 |
|
11/23/2021 |
Buy |
24,501 |
|
2/14/2022 |
Buy |
16,550 |
| 9/13/2021 |
Buy |
53,141 |
|
11/24/2021 |
Buy |
34,123 |
|
2/15/2022 |
Buy |
46,755 |
| 9/14/2021 |
Buy |
75,000 |
|
11/26/2021 |
Buy |
4,603 |
|
2/16/2022 |
Buy |
38,433 |
| 9/15/2021 |
Buy |
2,300 |
|
11/29/2021 |
Buy |
62,757 |
|
2/17/2022 |
Buy |
32,811 |
| 9/16/2021 |
Buy |
29,890 |
|
11/30/2021 |
Buy |
33,158 |
|
2/18/2022 |
Buy |
117,469 |
| 9/17/2021 |
Buy |
39,712 |
|
12/1/2021 |
Buy |
67,969 |
|
2/22/2022 |
Buy |
52,741 |
| 9/20/2021 |
Buy |
53,600 |
|
12/2/2021 |
Buy |
177,548 |
|
2/23/2022 |
Buy |
20,000 |
| 9/21/2021 |
Buy |
12,791 |
|
12/3/2021 |
Buy |
31,177 |
|
2/24/2022 |
Buy |
11,883 |
| 9/22/2021 |
Buy |
41,716 |
|
12/6/2021 |
Buy |
123,855 |
|
2/25/2022 |
Buy |
2,402 |
| 9/23/2021 |
Buy |
40,465 |
|
12/7/2021 |
Buy |
12,309 |
|
2/28/2022 |
Buy |
7,772 |
| 9/24/2021 |
Buy |
72,615 |
|
12/8/2021 |
Buy |
34,442 |
|
3/1/2022 |
Buy |
8 |
| 9/27/2021 |
Buy |
29,396 |
|
12/9/2021 |
Buy |
31,938 |
|
3/2/2022 |
Buy |
6,233 |
| 9/28/2021 |
Buy |
19,514 |
|
12/10/2021 |
Buy |
27,562 |
|
3/3/2022 |
Buy |
3,734 |
| 9/30/2021 |
Buy |
19,015 |
|
12/13/2021 |
Buy |
41,031 |
|
3/4/2022 |
Buy |
67,655 |
| 10/1/2021 |
Buy |
3,433 |
|
12/14/2021 |
Buy |
33,268 |
|
3/8/2022 |
Buy |
4,899 |
| 10/5/2021 |
Buy |
34,172 |
|
12/15/2021 |
Buy |
19,606 |
|
3/21/2022 |
Buy |
31,464 |
| 10/6/2021 |
Buy |
24,307 |
|
12/16/2021 |
Buy |
54,557 |
|
3/22/2022 |
Buy |
1,021 |
| 10/7/2021 |
Buy |
38,356 |
|
12/17/2021 |
Buy |
25,811 |
|
3/25/2022 |
Buy |
65,797 |
| 10/8/2021 |
Buy |
2,753 |
|
12/20/2021 |
Buy |
2,100 |
|
3/28/2022 |
Buy |
41,393 |
| 10/11/2021 |
Buy |
24,672 |
|
12/22/2021 |
Buy |
24,661 |
|
3/29/2022 |
Buy |
65,462 |
| 10/12/2021 |
Buy |
6,108 |
|
12/23/2021 |
Buy |
19,644 |
|
3/29/2022 |
Buy |
5,069 |
| 10/13/2021 |
Buy |
8,400 |
|
12/27/2021 |
Buy |
19,998 |
|
3/30/2022 |
Buy |
53,067 |
| 10/14/2021 |
Buy |
23,294 |
|
12/28/2021 |
Buy |
29,292 |
|
3/31/2022 |
Buy |
18,657 |
| 10/15/2021 |
Buy |
25,397 |
|
1/10/2022 |
Buy |
4,930 |
|
4/4/2022 |
Buy |
7,209 |
| 10/18/2021 |
Buy |
11,794 |
|
1/11/2022 |
Buy |
17,665 |
|
4/14/2022 |
Buy |
450 |
| 10/19/2021 |
Buy |
23,444 |
|
1/12/2022 |
Buy |
13,781 |
|
4/18/2022 |
Buy |
4,270 |
| 10/20/2021 |
Buy |
13,780 |
|
1/13/2022 |
Buy |
14,801 |
|
4/25/2022 |
Buy |
840 |
| 10/21/2021 |
Buy |
22,821 |
|
1/14/2022 |
Buy |
50,000 |
|
5/2/2022 |
Buy |
12,318 |
| |
|
|
|
1/18/2022 |
Buy |
1,055 |
|
5/5/2022 |
Buy |
20,000 |
| |
|
|
|
1/19/2022 |
Buy |
36,106 |
|
|
|
|
IMPORTANT
Tell your Board what you think! YOUR VOTE IS VERY IMPORTANT,
no matter how many or how few shares you own. Please give us your vote “FOR ALL” of the Nominees by taking three steps:
| |
● |
SIGNING the enclosed GOLD proxy card, |
| |
|
|
| |
● |
DATING the enclosed GOLD proxy card, and |
| |
|
|
| |
● |
MAILING the enclosed GOLD proxy card TODAY in the envelope provided (no postage is required if mailed in the United States). |
If any of your shares are held in the name of a
broker, bank, bank nominee or other institution, only it can vote your shares and only upon receipt of your specific instructions.
Depending upon your broker or custodian, you may be able to vote either by toll-free telephone or by the Internet. You may also vote by
signing, dating and returning the enclosed GOLD voting instruction form in the postage-paid envelope provided, and to ensure
that your shares are voted, you should also contact the person responsible for your account and give instructions for a GOLD
voting instruction form to be issued representing your shares.
By returning the GOLD proxy card,
you are authorizing Saba to vote on your behalf, and if you do not indicate how you would like to vote, your vote will be counted to
approve the Proposal to elect Saba’s Nominees. Returning the Fund’s white proxy card will revoke any GOLD
proxy card previously returned to Saba.
After signing the enclosed GOLD
proxy card, DO NOT SIGN OR RETURN THE FUND’S WHITE PROXY CARD UNLESS YOU INTEND TO CHANGE YOUR VOTE, because only your
latest dated proxy card will be counted.
If you have previously signed and returned a
white proxy card to the Fund, you have every right to change your vote. Only your latest dated proxy card will count. You may revoke
any proxy card already sent to the Fund by signing, dating and mailing the enclosed GOLD proxy card in the
postage-paid envelope provided or by voting by telephone or Internet. Any proxy may be revoked at any time prior to the Annual
Meeting by delivering a written notice of revocation or a later dated proxy for the Annual Meeting to the secretary of the Fund or
by voting in person at the Annual Meeting. Attendance at the Annual Meeting will not in and of itself constitute a revocation.
If you have any questions concerning this Proxy Statement,
would like to request additional copies of this Proxy Statement, or need help voting your shares, please contact our proxy solicitor:
19 Old Kings Highway S., Suite 210
Darien, CT 06820
Shareholders Call Toll-Free at: (877) 972-0090
E-mail: Saba@investor-com.com
Form of Gold Proxy Card
Salient Midstream & MLP Fund
Proxy Card for 2022 Annual Meeting of Shareholders (the “Annual Meeting”)
THIS PROXY SOLICITATION IS BEING MADE BY SABA CAPITAL
MANAGEMENT, L.P. (“SABA CAPITAL”), Boaz R. Weinstein AND THE INDIVIDUALS NAMED
IN PROPOSAL 1
THE BOARD OF TRUSTEES (THE “BOARD”) OF
SALIENT MIDSTREAM & MLP FUND IS NOT SOLICITING THIS PROXY
The undersigned appoints Michael D’Angelo, Paul Kazarian, Eleazer Klein,
Pierre Weinstein and John Grau and each of them, attorneys and agents with full power of substitution to vote all common shares of Salient
Midstream & MLP Fund, a Delaware Statutory trust and a closed-end management investment company registered under the Investment Fund
Act of 1940, as amended (the “Fund”), that the undersigned would be entitled to vote at the Annual Meeting of shareholders
of the Fund, including at any adjournments or postponements
thereof, with all powers that the undersigned would
possess if personally present, upon and in respect of the instructions indicated herein, with discretionary authority as to any and all
other matters that may properly come before the meeting or any adjournment, postponement, or substitution thereof that are unknown to
us a reasonable time before this solicitation.
The undersigned hereby revokes any other proxy or proxies
heretofore given to vote or act with respect to said shares, and hereby ratifies and confirms all action the herein named attorneys and
proxies, their substitutes, or any of them may lawfully take by virtue hereof. This proxy will be valid until the sooner of one year from
the date indicated on the reverse side and the completion of the Annual Meeting (including any adjournments or postponements thereof).
If this proxy is signed and returned, it will be
voted in accordance with your instructions. If you do not specify how the proxy should be voted, this proxy will be voted “FOR ALL”
of the nominees in Proposal 1 (the “Nominees”). None of the matters currently intended to be acted upon pursuant to this
proxy are conditioned on the approval of other matters.
INSTRUCTIONS:
FILL IN VOTING BOXES “p”
IN BLACK OR BLUE INK
We recommend that you vote “FOR ALL” of the
Nominees below:
Proposal 1 – Election at the Annual
Meeting of the two individuals nominated by Saba Capital.
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2022 Nominees:
Pierre Weinstein
Paul Kazarian |
FOR ALL |
WITHHOLD ALL |
FOR ALL EXCEPT |
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q |
q |
(INSTRUCTIONS: To withhold
authority to vote for any individual Nominee, mark the “For All Except” box above and write the name of the nominee(s) from
which you wish to withhold in the space provided below.)
Proposal 2 – To
transact such other business as may properly come before the Annual Meeting.
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| Signature (Capacity) |
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Date |
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| Signature (Joint Owner) (Capacity/Title) |
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Date |
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| NOTE: Please sign exactly as your name(s) appear(s) on stock certificates or on the label affixed hereto. When signing as attorney, executor, administrator or other fiduciary, please give full title as such. Joint owners must each sign personally. ALL HOLDERS MUST SIGN. If a corporation or partnership, please sign in full corporate or partnership name by an authorized officer and give full title as such. |
PLEASE SIGN, DATE AND PROMPTLY RETURN THIS PROXY
IN THE ENCLOSED RETURN ENVELOPE THAT IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES.
Salient Midstream and MLP (NYSE:SMM)
과거 데이터 주식 차트
부터 11월(11) 2024 으로 12월(12) 2024
Salient Midstream and MLP (NYSE:SMM)
과거 데이터 주식 차트
부터 12월(12) 2023 으로 12월(12) 2024
