0001193125-22-078127.txt : 20220317 0001193125-22-078127.hdr.sgml : 20220317 20220317133830 ACCESSION NUMBER: 0001193125-22-078127 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220317 DATE AS OF CHANGE: 20220317 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ClearBridge MLP & Midstream Fund Inc. CENTRAL INDEX KEY: 0001488775 IRS NUMBER: 272282398 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-22405 FILM NUMBER: 22747781 BUSINESS ADDRESS: STREET 1: 620 EIGHTH AVENUE STREET 2: 47TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: (888) 777-0102 MAIL ADDRESS: STREET 1: 620 EIGHTH AVENUE STREET 2: 47TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: ClearBridge Energy MLP Fund Inc. DATE OF NAME CHANGE: 20100407 DEFA14A 1 d336947ddefa14a.htm CLEARBRIDGE MLP AND MIDSTREAM FUND INC. CLEARBRIDGE MLP AND MIDSTREAM FUND INC.

 

 

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

 

 

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

 

 

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

☐   Preliminary Proxy Statement
☐   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐   Definitive Proxy Statement
☒   Definitive Additional Materials
☐   Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

CLEARBRIDGE MLP AND MIDSTREAM FUND INC.

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

☒   No fee required.
☐   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1)  

Title of each class of securities to which transaction applies:

 

     

  (2)  

Aggregate number of securities to which transaction applies:

 

     

  (3)  

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

     

  (4)  

Proposed maximum aggregate value of transaction:

 

     

  (5)  

Total fee paid:

 

     

☐   Fee paid previously with preliminary materials.
☐   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by the registration statement number, or the Form or Schedule and the date of its filing.
  (1)  

Amount Previously Paid:

 

     

  (2)  

Form, Schedule or Registration Statement No.:

 

     

  (3)  

Filing Party:

 

     

  (4)  

Date Filed:

 

     

 

 

 

Information with respect to ClearBridge MLP & Midstream Fund Inc.

The following information related to tax fees replaces the information found in the section Disclosure of Fees Paid to Independent Registered Public Accounting Firm on page 19 of the Proxy Statement:

Tax Fees. The aggregate fees billed by PwC for tax compliance, tax advice and tax planning services, which include the filing and amendment of federal, state and local income tax returns, and tax distribution and analysis planning to the Fund for the fiscal year ended November 30, 2020 and the fiscal year ended November 30, 2021 were $160,540 and $218,958, respectively. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns and refund claims ($155,208 and $215,458 for the fiscal year ended November 30, 2020 and the fiscal year ended November 30, 2021, respectively) and (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments and other tax advice ($5,250 and $3,500 for the fiscal year ended November 30, 2020 and the fiscal year ended November 30, 2021, respectively).

There were no fees billed by PwC to the Service Affiliates for tax services for the fiscal year ended November 30, 2020 and the fiscal year ended November 30, 2021 that were required to be approved by the Fund’s Audit Committee.

Information with respect to the Directors of ClearBridge MLP & Midstream Fund Inc.

The following information related to Eileen A. Kamerick replaces the information found in the table on page 5 of the Proxy Statement:

 

Name, Address(1) and
Birth Year

   

Position(s)
Held with
Fund

   

Term of
Office and
Length
Time
Served

   

Principal Occupations
During Past Five Years

   

Number of
Portfolios in
Fund
Complex**
Overseen  by
Director

   

Other Directorships
Held by Director

Nominees to serve as Class III Directors until the 2025 Annual Meeting of Stockholders   
NON-INTERESTED DIRECTOR NOMINEES   
Eileen A. Kamerick
Birth year: 1958		    Director and Member of Nominating, Compensation and Pricing and Valuation Committees and Chair of Audit Committee    Since 2013    Chief Executive Officer, The Governance Partners, LLC (consulting firm) (since 2015); National Association of Corporate Directors Board Leadership Fellow (since 2016, with Directorship Certification since 2019) and financial expert; Adjunct Professor, Georgetown University Law Center (since 2021); Adjunct Professor, The University of Chicago Law School (since 2018); Adjunct Professor, Washington University in St. Louis and University of Iowa law schools (since 2007); formerly, Chief Financial Officer, Press Ganey Associates (health care informatics company) (2012 to 2014); Managing Director and Chief Financial Officer, Houlihan Lokey (international investment bank) and President, Houlihan Lokey Foundation (2010 to 2012)    20   

Director of ACV Auctions Inc. (since 2021); Director of Hochschild Mining plc (precious metals company) (since 2016); Director of

Associated Banc-Corp (financial services company) (since 2007)

 

(1)

Unless otherwise indicated, the business address of the persons listed above is c/o Chairman of the Board, Legg Mason & Co., LLC (“Legg Mason & Co.”), 620 Eighth Avenue, 47th Floor, New York, NY 10018.

**

The term “Fund Complex” means two or more registered investment companies that:

  (a)

Hold themselves out to investors as related companies for purposes of investment and investor services; or

  (b)

Have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other registered investment companies.

 

2