SMM Salient Midstream and MLP Fund

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

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Salient Midstream & MLP Fund

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SALIENT MIDSTREAM & MLP FUND

4265 San Felipe, 8th Floor

Houston, Texas 77027

[        ], 2022

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of Salient Midstream & MLP Fund (the “Fund”), which will be held at the principal office of the Fund, 4265 San Felipe, 8th Floor, Houston, Texas 77027, on [                    ] at 3:00 p.m. (Central Daylight Time). At this meeting you will be asked to consider the re-election of two Trustees.

The Board of Trustees of the Trust (the “Board”) is asking shareholders to approve the re-election of Gregory A. Reid and Dr. Bernard A. Harris, Jr. Mr. Reid has been a Trustee since 2020 and also the Fund’s President and Chief Executive Officer and a portfolio manager since the Fund’s inception. Dr. Harris has been a Trustee since the Fund’s inception. They are both currently serving in such capacity and have each consented to serve as a Trustee if elected.

IT IS IMPORTANT THAT YOU VOTE TO PROTECT YOUR FUND FROM AN ACTIVIST HEDGE FUND WHO IS ATTEMPTING TO NOMINATE ITS OWN TWO TRUSTEES FOR ITS OWN PURPOSES.

The enclosed proxy statement contains additional information.

We hope that you will be able to attend the meeting. Whether or not you plan to attend and regardless of the number of shares you own, it is important that your shares be represented, especially in light of the activist hedge fund’s nominees, who are unanimously opposed by the Board. I urge you to complete, sign and date the enclosed WHITE proxy card and return it in the enclosed postage-paid envelope or to vote by telephone or Internet as included in the instructions on your WHITE proxy card as soon as possible to assure that your shares are represented at the meeting.

SALIENT MIDSTREAM & MLP FUND

SALIENT MIDSTREAM & MLP FUND

4265 San Felipe, 8th Floor

Houston, Texas 77027

twenty five. The Board will fix the appropriate number of Trustees from time to time. The Declaration of Trust further provides that the Board shall be divided into three classes. The term of office of the Class I Trustees expires on the date of the 2022 Annual Meeting, and the terms of office of the Class II and Class III Trustees will expire one and two years thereafter, respectively. Accordingly, each of the current Class I Trustees is proposed for re-election. Class I Trustees will be re-elected for a three-year term. An effect of staggered terms is to limit the ability of entities or persons to acquire control of the Fund.

IT IS IMPORTANT THAT YOU VOTE TO PROTECT YOUR FUND FROM AN ACTIVIST HEDGE FUND WHO IS ATTEMPTING TO NOMINATE ITS OWN TWO TRUSTEES FOR ITS OWN PURPOSES.

The dissident nominees are unfamiliar with the Fund. The Board nonetheless carefully considered the dissident nominees submitted by the activist hedge fund and determined that the incumbents are better suited to serve on the Board. The Board’s nominees, Gregory A. Reid and Dr. Bernard A. Harris, Jr., together with other Trustees on the Board, are focused on honoring their fiduciary obligations and creating sustainable value for all shareholders of the Fund by seeking the Fund’s stated investment objective. Under the leadership of the current Board, the Fund has generated strong performance relative to competitor funds (funds organized as pass-through entities for taxation as well as those organized as taxable corporations) and has increased its distributions over the last year by 46%. The Board has also taken significant steps to ensure that the Fund operates in a responsible manner to protect and advance the interests of all shareholders, and not just a select few whose interests are in direct conflict with the Fund’s long-term objectives and the interests of the Fund’s long-term shareholders.

Moreover, the election of these two dissident candidates would negatively affect the diversity of the Board and is contrary to the Board’s and Advisor’s views on the value of diverse membership. The Fund’s board has long been 50% gender and race diverse. In considering the best nominees to elect to the Board, the Board considers how a prospective nominee reflects the diversity of the Fund’s shareholders, the Advisor’s employees and the community at large. The Board is currently made up of a diverse group of individuals, and the election of the hedge fund dissident nominees would reduce such diversity.

Your Board strongly believes that the incumbent Trustees, who have consistently demonstrated their support of the long-term goals of all Fund shareholders, will be the best team to look out for YOUR LONG-TERM INTERESTS and achieve the Fund’s investment goal of providing a high level of total return with an emphasis on making quarterly cash distributions to its common shareholders.

We urge you to vote FOR the Board’s nominees by promptly completing, signing, dating and returning the enclosed WHITE proxy card. PLEASE DISCARD THE GOLD OR ANY OTHER COLOR PROXY CARD FROM THE ACTIVIST HEDGE FUND AND PLEASE DO NOT GIVE YOUR VOTE TO INVESTORCOM OVER THE PHONE.

As mentioned above, proxies will be voted for the re-election of Gregory A. Reid and Dr. Bernard A. Harris, Jr. as Class I Trustees.

Each of the proposed Class I Trustees is currently serving as a Trustee and has consented to continue to so serve. In the event that a proposed Class I Trustee is unable to serve for any reason (which is not now expected) when the election occurs, the accompanying proxy will be voted for such other person or persons as the Board may recommend. Election of Trustees is non-cumulative. Shareholders do not have appraisal rights in connection with the proposal in this proxy statement. The two proposed Class I Trustees receiving the highest number of votes cast will be elected, as long as a quorum is present at the meeting. No proposed Class I Trustee is a party adverse to the Fund or any of its affiliates in any material pending legal proceeding, nor does any proposed Class I Trustee have an interest materially adverse to the Fund.

The Class II Trustees serving until the 2023 Annual Meeting are A. John Gambs and Haig G. Mardikian. The Class III Trustees serving until the 2024 Annual Meeting are Jonathan P. Carroll and Julie Allecta.

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The proposed Class I Trustees and the Fund’s current Class II and Class III Trustees and their principal occupations for at least the last five years are as follows:

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*         This person’s status as an “interested” Trustee arises from his affiliation with the Fund’s investment advisor, Salient Capital Advisors, LLC, a Texas limited liability company (“SCA” or the “Advisor”). “Salient” collectively refers to SCA and its other affiliates, including SCA’s manager, Salient Capital Management, LLC, a Delaware limited liability company (“SCM”), and SCA’s parent company, Salient Partners, L.P., a Delaware limited partnership (“SPLP”).

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**        This column includes only directorships of companies required to report to the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934 (i.e., public companies) or other investment companies registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

⁽¹⁾         The Fund Complex for the purposes of this table consists of five (5) open-end funds in the Salient MF Trust and the Forward Funds (each, a “Trust”), with the series of each Trust being advised by either the Advisor or an affiliate of the Advisor, and the Fund.

Presently, Haig G. Mardikian serves as Chairman of the Board and Gregory A. Reid serves as President and Chief Executive Officer of the Fund. As Chairman of the Board, Mr. Mardikian serves as Lead Independent Trustee of the Fund and presides at meetings of the Trustees. In this capacity, he serves as liaison between the Independent Trustees and the Officers of the Fund and the Advisor, and performs such other duties as the Independent Trustees shall from time to time determine. The Fund believes that Mr. Mardikian’s experience serving as chairman of other funds in the Fund Complex qualifies him to serve as Chairman of the Board. Similarly, the Fund believes that Mr. Reid’s experience with Salient’s investment platform and extensive experience in the field of energy-related investments qualifies him to serve as President and Chief Executive Officer of the Fund. The Board has determined that the composition of the Audit and Nominating Committees, consisting entirely of Independent Trustees, are appropriate means to address any potential conflicts of interest that may arise from the President and Chief Executive Officer’s status as an interested trustee of the Fund. The Board believes that this Board leadership structure—a separate Chairman of the Board and a Chief Executive Officer—is the optimal structure for the Fund at this time. Since the Chairman serves as the Lead Independent Trustee, and the President is directly involved in managing both the day-to-day operations and long-term strategy of the Fund, the Board has concluded that this structure allows for efficient and effective communication with the Board.

The Board oversees the services provided by the Advisor, including certain risk management functions. Risk management is a broad concept comprised of many disparate elements (such as, for example, investment risk, issuer and counterparty risk, compliance risk, operational risk and business continuity risk). Consequently, Board oversight of different types of risks is handled in different ways, and the Board implements its risk oversight function both as a whole and through Board committees. In the course of providing oversight, the Board and its committees receive reports on the Fund’s activities, including regarding the Fund’s investment portfolio and its financial accounting and reporting. The Compliance Committee and the Board also meet formally at least quarterly with the CCO, and informally more frequently, who reports on the compliance of the Fund with the federal securities laws and the Fund’s internal compliance policies and procedures. The Audit Committee’s meetings with the Fund’s independent registered public accounting firm also contribute to its oversight of certain internal control risks. In addition, the Board meets periodically, and at least quarterly, with representatives of the Fund and the Advisor to receive reports regarding the management of the Fund, including certain investment and operational risks, and the Independent Trustees are encouraged to communicate directly with the Advisor’s senior management.

The Fund believes that the Board’s role in risk oversight must be evaluated on a case-by-case basis and that its existing role in risk oversight is appropriate. Management believes that the Fund has robust internal processes in place and that the Advisor has a strong internal control environment to identify and manage risks. However, not all risks that may affect the Fund can be identified or processes and controls developed to eliminate or mitigate their occurrence or effects, and some risks are beyond any control of the Fund, the Board, or Salient, its affiliates or other service providers.

The Declaration of Trust provides that an individual nominated as a Trustee shall be at least 21 years of age and not older than 80 years of age at the time of nomination and not under legal disability. In addition, although the Charter of the Nominating Committee does not set forth any specifically required qualifications, it does set forth certain factors that the Nominating Committee may take into account in considering Independent Trustee candidates. In general, no one factor is decisive in the selection of an individual to join the Board. Among the factors the Nominating Committee considers when concluding that an individual should serve on the Board are the following: (i) public or private sector stature sufficient to instill confidence; (ii) high personal and professional integrity; (iii) good business sense; (iv) able to commit the necessary time to prepare for and attend meetings; (v) not financially dependent on Trustee retainer and meeting fees; (vi) general understanding of financial issues, investing, financial markets and technology; (vii) general understanding of balance sheets and operating statements; (viii) first-hand knowledge of investing; (ix) experience in working in highly regulated and complex legal framework; (x) demonstrated ability to maintain “independence” of management and other service agents while maintaining a constructive working relationship; (xi) ability to be critical, but not confrontational;

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(xii) demonstrated ability to contribute to Board and committee process; (xiii) ability to consider diverse issues and make timely, well-informed decisions; (xiv) familiarity with the securities industry; and (xv) qualification as an “Audit Committee Financial Expert.” All equally qualified candidates will be treated equally in consideration by the Nominating Committee.

The Board believes that each Trustee has the qualifications, experience, attributes and skills (“Trustee Attributes”) appropriate to their service as the Fund’s Trustees in light of the Fund’s business and structure. Each of the Trustees has a demonstrated record of business and/or professional accomplishment that indicates that they have the ability to critically review, evaluate and assess information provided to them. Certain of these business and professional experiences are set forth in detail in the charts above. In addition, all of the Independent Trustees have served as a member of the board of other funds advised by Salient and its affiliates, other funds, public companies, or non-profit entities or other organizations. They therefore have substantial boardroom experience and, in their service to the Fund, have gained substantial insight as to the Fund’s operation and have demonstrated a commitment to discharging oversight duties as Trustees in the interests of shareholders.

In addition to the information provided in the charts above, certain additional information regarding the Trustees and their Trustee Attributes is provided below. The information provided below, and in the charts above, is not all-inclusive. Many Trustee Attributes involve intangible elements, such as intelligence, integrity and work ethic, along with the ability to work together, to communicate effectively, to exercise judgment and to ask incisive questions, and commitment to shareholder interests.

Julie Allecta — Ms. Allecta has professional experience in the legal field. The Board also benefits from her experience as a member of the board of other funds.

Jonathan P. Carroll — Through his experience as the executive of business enterprises, Mr. Carroll contributes experience in overseeing financial and investment organizations to the Board. The Board also benefits from his experience as a member of the board of other funds and operating companies.

A. John Gambs — Mr. Gambs has served as a trustee to other mutual fund complexes and philanthropic organizations. Mr. Gambs also has professional experience in the fields of finance and financial services. The Board also benefits from his experience as a member of the board of other funds.

Dr. Bernard A. Harris — Through his experience as a senior officer of and board member of financial and other organizations, Dr. Harris contributes his management and oversight experience to the Board. The Board also benefits from his experience as a member of the board of other funds and operating companies.

Haig G. Mardikian — Mr. Mardikian has served as a trustee of numerous educational, philanthropic, and professional organizations. Mr. Mardikian also has professional experience in the fields of real estate investment and broadcasting. The Board also benefits from his experience as a member of the board of other funds.

Gregory A. Reid — Through his experience as a senior officer of various asset management firms, Mr. Reid has over twenty years of experience investing in MLPs and Energy Infrastructure Companies dating back to his employment at Goldman Sachs in 1995. Prior to joining SPLP, Mr. Reid served as the Founder and CEO of Salient Capital Advisors, LLC, a Texas limited liability company (“SCA”), then known as RDG Capital LLC, a Houston-based asset management firm specializing in MLP and Energy Sector investments.

During the fiscal year ended November 30, 2021, the Board met four times. The Board has four formal standing committees, including the Nominating Committee, the Compliance Committee, the Valuation Committee and the Audit Committee. During such period, the Nominating Committee met four times, the Compliance Committee met four times with the CCO, the Valuation Committee met four times, and the Audit Committee met four times. Each Trustee attended all of the Board and Committee meetings on which he or she serves. Each Committee of the Board of the Fund is comprised of only Independent Trustees. The respective duties and responsibilities of these Committees remain under the continuing review of the Board.

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Ms. Allecta, Messrs. Carroll, Gambs, and Mardikian, and Dr. Harris, each an Independent Trustee, are members of the Audit Committee. The Board has designated Mr. Gambs, an Independent Trustee, as the Fund’s Audit Committee Financial Expert. Each Audit Committee member is independent under applicable listing standards of the New York Stock Exchange. The primary purposes of the Audit Committee are to (i) oversee the Fund’s accounting and financial reporting policies and practices, and their internal controls and procedures; and (ii) oversee the quality and objectivity of the Fund’s financial statements and the independent audit thereof. To carry out such purposes, the Audit Committee has a number of duties and responsibilities, each of which is set forth in the Audit Committee Charter adopted by the Board, a copy of which is attached as Exhibit A. The Audit Committee’s Report is set forth below under “Additional Information.”

The Board has formed a Compliance Committee that is responsible for meeting with the Fund’s CCO to review matters relating to compliance with the federal securities laws. The Committee meets at least annually with the CCO without the presence of management to discuss issues arising, among other things, under the Fund’s compliance program and operations. Ms. Allecta and Messrs. Carroll, Gambs, and Mardikian, and Dr. Harris, each an Independent Trustee, constitute the Compliance Committee. Mr. Carroll is the chair of the Compliance Committee.

The Board’s Valuation Committee is responsible for overseeing the Fund’s valuation policy, making recommendations to the Board on valuation-related matters, and overseeing implementation by the Advisor’s Valuation Committee of the Fund’s valuation policy and procedures. Ms. Allecta, Mr. Carroll, and Dr. Harris, each an Independent Trustee, constitute the Board’s Valuation Committee. Dr. Harris is the chair of this Committee.

In addition, the Board has authorized the establishment of the Advisor’s Valuation Committee consisting of officers of the Fund and representatives of the Advisor. The Advisor’s Valuation Committee is not a Board committee. The function of the Advisor’s Valuation Committee, subject to oversight of the Board Valuation Committee and the Board, is generally to review the Fund’s valuation methodologies, valuation determinations, and any information provided to the Advisor’s Valuation Committee by the Advisor or the administrator. The Advisor’s Valuation Committee has been assigned to act in accordance with the Fund’s valuation procedures as approved by the Board and to report to the Board and the Board Valuation Committee. Changes in its membership are subject to Board notification. The Board Valuation Committee reviews matters arising from considerations of the Advisor’s Valuation Committee.

As discussed above, the Board has formed a Nominating Committee that recommends nominations for new membership on the Board. It evaluates candidates’ qualifications for Board membership and, with respect to new candidates for positions as Independent Trustees, their independence from the Advisor and other principal service providers. The Committee meets as necessary to identify and evaluate candidates for Trustee and to make its recommendations to the Board. The Nominating Committee is composed of Messrs. Carroll and Gambs and Dr. Harris, each an Independent Trustee. Dr. Harris is the chair of this Committee.

While the Nominating Committee is solely responsible for the selection and nomination of potential candidates to serve on the Board, the Nominating Committee may consider and evaluate nominations properly submitted by common shareholders of the Fund. Nominations proposed by shareholders will be properly submitted for consideration by the Nominating Committee only if a shareholder submits a nomination in accordance with the procedures set forth in the charter of the Nominating Committee. It is in the Nominating Committee’s sole discretion whether to seek corrections of a deficient submission or to exclude a candidate from consideration.

Communications with the Board of Trustees

Shareholders wishing to communicate with the Board may do so by sending a written communication to the Chairperson of the Board, the Chairperson of any Committee of the Board or to the Independent Trustees as a group, at the following address: 4265 San Felipe, 8th Floor, Houston, Texas 77027, c/o the Secretary of the Fund.

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Remuneration of Trustees

The Trustees of the Fund may also serve as Trustees of other registered investment companies in the Fund Complex managed by the Advisor and its affiliates, including Salient MF Trust and Forward Funds (together with the Fund, the “Trusts”). Each fund within the Trusts pays Independent Trustees an allocated portion of an annual retainer of $50,000 and Board meeting fees in the amount of $25,000 for attending the four quarterly meetings of the Board. Additionally, Independent Trustees may receive additional compensation for serving as the Independent Chairperson of the Board, serving as a committee chairperson, and for attending telephonic and informal meetings. Such compensation may vary depending on the number of meetings held throughout a year or committee service. There are currently five Independent Trustees. In the interest of recruiting and retaining Independent Trustees of high quality, the Board intends to periodically review such compensation and may modify it as the Board deems appropriate. In addition, the Trust reimburses each Independent Trustee for travel and other expenses incurred in connection with attendance at such meetings. Other Officers (apart from the CCO) and Trustees of the Trusts receive no compensation in such role.

The following table sets forth compensation paid to the Independent Trustees during the Fund’s last fiscal year. The Fund has no retirement or pension plans.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE RE-ELECTION

OF THE TWO PROPOSED CLASS I TRUSTEES BY USING THE WHITE PROXY CARD.

Please discard and do NOT send back the GOLD or any other color proxy card you may receive from the activist hedge fund or give your vote to InvestorCOM over the phone, even to withhold votes on the activist hedge fund’s nominees, as this will cancel your prior vote for the nominees recommended by the board.

NOTICE TO BANKS AND BROKER/DEALERS

The Fund has previously solicited all candidate and Broker-Dealer accounts as to the number of additional proxy statements required to supply owners of shares. Should additional proxy material be required for beneficial owners, please call (888) 785-6617, send an email to info@okapipartners.com or forward such requests to Okapi Partners LLC, 1212 Avenue of the Americas, 24^th Floor, New York, NY 10036.

ADDITIONAL INFORMATION

Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the Fund’s annual report to shareholders for the fiscal year ended November 30, 2021 for filing with the SEC. As mentioned, the Audit Committee is currently comprised of Ms. Allecta, Messrs. Carroll, Gambs (Chair), and Mardikian, and Dr. Harris, each an Independent Trustee.

Auditors, Audit Fees and All Other Fees

KPMG LLP (“KPMG”), 191 W. Nationwide Blvd., Suite 500, Columbus, Ohio 43215, serves as the independent registered public accounting firm of the Fund. KPMG is not expected to be present at the Annual Meeting, but has been given the opportunity to make a statement if they desire to do so and will be available should any matter arise requiring their presence.

The following table presents the aggregate fees billed for the Fund’s fiscal years ending November 30, 2020 and November 30, 2021 by the Fund’s independent registered public accounting firm for professional services rendered for the audit of the Fund’s annual financial statements and fees billed for other services rendered by the independent registered public accounting firm during these periods.

⁽¹⁾ Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit of the Fund’s financial statements and are not reported under the category of audit fees.

⁽²⁾ Tax fees consist of the aggregate fees billed for professional services rendered by the independent registered public accounting firm relating to tax compliance, tax advice, and tax planning and specifically include fees for tax return preparation.

⁽³⁾ All other fees consist of the aggregate fees billed for products and services provided by the Fund’s independent registered public accounting firm other than audit, audit-related, and tax services.

No services described in the table above were approved by the Fund’s Audit Committee pursuant to the “de minimis exception” set forth in Rule 2-01(c)(7)(i)(C) of Regulation S-X.

The Fund’s Audit Committee has adopted policies and procedures relating to the pre-approval of services provided by the Fund’s independent registered public accounting firm (the “Pre-Approval Policies”). The Pre-Approval Policies establish a framework intended to assist the Audit Committee in the proper discharge of its pre-approval responsibilities. As a general matter, the Pre-Approval Policies (i) specify certain types of audit, audit-related, tax, and other services determined to be pre-approved by the Audit Committee; and (ii) delineate specific procedures governing the mechanics of the pre-approval process, including the approval and monitoring of audit and non-audit service fees. Unless a service is specifically pre-approved under the Pre-Approval Policies, it must be separately pre-approved by the Audit Committee. The Pre-Approval Policies and the types of audit and non-audit services pre-approved therein must be reviewed and ratified by the Fund’s Audit Committee at least annually. The Fund’s Audit Committee maintains full responsibility for the appointment, compensation, and oversight of the work of the Fund’s independent registered public accounting firm.

The following table presents (i) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed for services rendered to the Fund by the Fund’s independent registered public accounting firm for the

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Fund’s fiscal years ending November 30, 2020 and November 30, 2021; and (ii) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed for services rendered to SCA for the Fund’s fiscal years ending November 30, 2020 and November 30, 2021.

⁽¹⁾ The Advisor, as well as any of its affiliates that provide ongoing services to the Fund, are subsidiaries of SPLP.

The Fund’s Audit Committee has considered whether the provision by the Fund’s independent registered public accounting firm of non-audit services to the Advisor, as well as any of its affiliates that provide ongoing services to the Fund, that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is compatible with maintaining the independent registered public accounting firm’s independence.

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⁽¹⁾ The business address of each officer is c/o Salient Midstream & MLP Fund, 4265 San Felipe, 8th Floor, Houston, Texas 77027.

Investment Advisor

SCA, with its principal office at 4265 San Felipe, 8th Floor, Houston, Texas 77027, serves as the investment advisor of the Fund.

Proxy Solicitation and Tabulation

The expense of preparing, printing and mailing this Proxy Statement and enclosures and the costs of soliciting proxies on behalf of the Board of the Fund will be borne by the Fund. Proxies will be solicited by mail and may be solicited in person, by telephone, Internet or facsimile by officers of the Fund, by personnel of SCA or of the Fund’s administrator and transfer agent, or by broker-dealer firms. The Fund has retained Okapi Partners LLC, a professional proxy solicitation firm, to assist with any necessary solicitation of proxies. Fund shareholders may receive a telephone call from Okapi Partners LLC asking them to vote. The expenses associated with the solicitation of these proxies and with any further proxies which may be solicited by the Fund’s officers, by SCA personnel, or by broker-dealer firms, in person, or by telephone or by facsimile will be borne by the Fund. A written proxy may be delivered to the Fund or its transfer agent prior to the meeting by telephone, Internet, facsimile machine, graphic communication equipment or similar electronic transmission. The Fund will reimburse banks, broker-dealer firms, and other persons holding shares registered in their names or in the names of their candidates, for their expenses incurred in sending proxy material to and obtaining proxies from the beneficial owners of such shares. Total estimated proxy solicitation costs are approximately $153,000.

All proxy cards solicited by the Board that are properly executed and received by the Secretary (via mail, telephone or electronic transmission) prior to the meeting, and which are not revoked, will be voted at the meeting. Shares represented by such proxies will be voted in accordance with the instructions thereon. If no specification of candidates is made on the proxy card, all shares held by such shareholder shall be voted equally in favor of all candidates named on the WHITE proxy card. All shares that are voted and votes to ABSTAIN will be counted towards establishing a quorum, as will broker non-votes. (Broker non-votes are shares for which (i) the beneficial owner has not voted and (ii) the broker holding the shares does not have discretionary authority to vote on the particular matter.) Accordingly, abstentions and broker non-votes, which will be treated as shares that are present at the meeting but which have not been voted, will assist the Fund in obtaining a quorum but will have no effect on the outcome of the proposed election of the proposed Class I Trustees or any other proposal properly brought before the meeting.

A quorum requires the presence, in person or by proxy, of holders of a majority of the outstanding shares of the Fund entitled to vote. Election of Trustees is non-cumulative. Shareholders do not have appraisal rights in connection with the proposal in this proxy statement. The two proposed Class I Trustees receiving the highest number of votes cast will be elected, as long as a quorum is present at the meeting. In the event that a quorum is not present at the meeting, or if a quorum is present at the meeting but sufficient votes by the shareholders of the Fund in favor of the Proposal set forth in the Notice of this meeting are not received by [                    ], the chairman of the meeting may call an adjournment or the persons named as attorneys in the Fund’s enclosed

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proxy may propose one or more adjournments of the meeting to permit further solicitation of proxies. Any such adjournment, if submitted to a vote, will require the affirmative vote of the holders of a majority of the shares present in person or by proxy at the session of the meeting to be adjourned. The costs of any such additional solicitation and of any adjourned session will be borne by the Fund. If any of the proposed candidates for election as Class I Trustees are not elected by shareholders, the current Trustees may consider other courses of action.

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely upon a review of the copies of the forms received by the Fund, all of the Trustees and officers of the Fund, SCA and its affiliates, and any person who owns more than ten percent of the Fund’s outstanding securities have made all filings required under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding ownership of shares of the Fund for the Fund’s fiscal year ended November 30, 2021.

The Fund will furnish without charge a copy of its most recent Annual and Semi-Annual Reports to any shareholder upon request. Shareholders desiring to obtain a copy of such reports should call (800) 809-0525 or write to the Fund c/o 4265 San Felipe, 8th Floor, Houston, Texas 77027. Shareholder reports are also available on the Fund’s website, http://www.salientpartners.com/funds/mlp-midstream.html.

SALIENT MIDSTREAM & MLP FUND

[            ], 2022

EXHIBIT A

AUDIT COMMITTEE CHARTER

of

SALIENT MF TRUST

FORWARD FUNDS

SALIENT MIDSTREAM & MLP FUND

The provisions in this Audit Committee Charter (the “Charter”) apply to Salient MF Trust, Forward Funds and Salient Midstream & MLP Fund, each a Delaware statutory trust (collectively, the “Trusts”), and each of their respective series (collectively, the “Funds”).

Statement of Purpose

Structure of the Audit Committee

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Duties and Responsibilities

¹    PCAOB’s Rule 3526: Communication With Audit Committees Concerning Independence requires the independent auditors to (a) prior to accepting an initial engagement pursuant to the standards of the PCAOB: (1) describe, in writing, to the audit committee of the issuer, all relationships between the registered public accounting firm or any affiliates of the firm and the potential audit client or persons in financial reporting oversight roles at the potential audit client that, as of the date of the communication, may reasonably be thought to bear on independence, (2) discuss with the audit committee of the issuer the potential effects of the relationships described in subsection (a)(1) on the independence of the registered public accounting firm, should it be appointed the issuer’s auditor, and (3) document the substance of its discussion with the audit committee of the issuer, and (b) at least annually with respect to each of its issuer audit clients: (1) describe, in writing, to the audit committee of the issuer, all relationships between the registered public accounting firm or any affiliates of the firm and the audit client or persons in financial reporting oversight roles at the audit client that, as of the date of the communication, may reasonably be thought to bear on independence, (2) discuss with the audit committee of the issuer the potential effects of the relationships described in subsection (b)(1) on the independence of the registered public accounting firm, (3) affirm to the audit committee of the issuer, in writing, that, as of the date of the communication, the registered public accounting firm is independent in compliance with Rule 3520, and (4) document the substance of its discussion with the audit committee of the issuer.

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²    “Audit Partner” as defined in Regulation S-X, Rule 2-01(f)(7)(ii) means (i) a partner or person in an equivalent position, other than a partner who consults with others on the audit engagement team during the audit, review, or attestation engagement regarding technical or industry-specific issues, transactions, or events, (ii) who is a member of the audit engagement team who has responsibility for decision-making on significant auditing, accounting, and reporting matters that affect the financial statements, or (iii) who maintains regular contact with management and the Audit Committee and includes the following: (a) the “Lead Audit Partner” as defined below; (b) the “Concurring Audit Partner” as defined below; (c) other audit engagement team partners who provide more than 10 hours of audit, review, or attest services in connection with the annual or interim consolidated financial statements of an investment company; and (d) other audit engagement team partners who serve as the lead partner in connection with any audit or review related to the annual or interim financial statements of a subsidiary of the investment company whose assets or revenues constitute 20% or more of the assets or revenues of the investment company’s respective consolidated assets or revenues.

³  “Lead Audit Partner” as defined in Regulation S-X, Rule 2-01(f)(7)(ii)(A) means the partner on the audit engagement team having primary responsibility for the audit or review. “Concurring Audit Partner” refers to the “Engagement Quality Reviewer” or “Engagement Quality Control Reviewer” as defined in Regulation S-X, Rule 2-01(f)(7)(ii)(B) and means the partner on the audit engagement team performing a quality review under applicable professional standards and any applicable rules of the SEC to evaluate the significant judgments and the related conclusions reached in forming the overall conclusion on the audit or review engagement, as well as additional assurance that the financial statements subject to the audit or review are in conformity with generally accepted accounting principles and the audit or review and any associated report are in accordance with generally accepted auditing standards and rules promulgated by the SEC or the PCAOB.

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⁴  “Permissible non-audit services” include any professional services, including tax services, provided to the Fund by the independent auditor, other than those provided in connection with an audit or review of the financial statements of the Fund. Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Fund; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.

⁵  Pre-approval by the Audit Committee of certain “de minimis” permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund constitutes not more than 5% of the total amount of revenues paid by the Fund to its independent auditor during the fiscal year in which the permissible non-audit services are provided; (ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit by the Audit Committee or its delegee(s).

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5

Meetings

⁶    An “audit committee financial expert” is an individual who, in the determination of the Board has acquired the following attributes:

(i)     an understanding of generally accepted accounting principles and financial statements;

(ii)    the ability to assess the general application of such principles in connection with the accounting for estimates, accruals, and reserves;

(iii)    experience preparing, auditing, analyzing, or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the registrant’s financial statements, or experience actively supervising one or more persons engaged in such activities;

(iv) an understanding of internal control procedures for financial reporting; and

(v) an understanding of audit committee functions.

An individual may have acquired these attributes through any of the following:

(i) education and experience as a principal financial officer, principal accounting officer, controller, public accountant, or auditor or experience in one or more positions that involve the performance of similar functions;

(ii) experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor, or person performing similar functions;

(iii) experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing, or evaluation of financial statements; or

(iv) other relevant experience.

Authority

Charter Review and Amendments

Dated: May 22, 2012, as revised January 15, 2013, April 26, 2016, January 17, 2019 and January 28, 2021.

7

I PROXY				PROXY

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD [                    ]

4265 San Felipe, 8^th Floor, Houston, Texas 77027

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE SALIENT MIDSTREAM & MLP FUND

The undersigned holder of Common Shares of beneficial interest of Salient Midstream & MLP Fund, a Delaware statutory trust (“the Fund”), hereby appoints Paul Bachtold and Kristen Bayazitoglu each of them, with full power of substitution and revocation, as proxies to represent the undersigned at the Annual Meeting of Shareholders of the Fund to be held at the principal offices of the Fund, 4265 San Felipe, 8^th Floor, Houston, Texas 77027, on [                    ] at 3:00 p.m. (Central Standard Time), and at any and all adjournments thereof, and to vote all Common Shares of the Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions of this proxy.

WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF EACH OF THE TRUSTEES AS SET FORTH ON THE REVERSE SIDE AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY ADJOURNMENTS THEREOF. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.

PLEASE VOTE VIA THE TELEPHONE OR MARK, SIGN, DATE AND RETURN THIS PROXY CARD USING THE ENCLOSED ENVELOPE CONTINUED ON THE REVERSE SIDE

EVERY SHAREHOLDER’S VOTE IS IMPORTANT!

VOTE ON THIS PROXY TODAY!

Your Proxy Vote is important!

EASY WAYS TO VOTE YOUR PROXY:

OR

PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE UPPER PORTION IN THE ENCLOSED ENVELOPE.

CONTINUED ON REVERSE SIDE

Your vote is important no matter how many shares you own.

Please sign and date this proxy card on the reverse side and return it promptly in the enclosed envelope or vote by telephone in accordance with the instructions provided.

Important Notice Regarding the Availability of Proxy Materials for this Annual Meeting of Shareholders to Be Held on [                    ]

The proxy statement for this meeting is available at: WWW.OKAPIVOTE.COM/SMM