Form SC TO-I - Tender offer statement by Issuer

CEM ClearBridge MLP and Midstream Fund Inc

CEM ClearBridge MLP and Midstream Fund Inc

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As filed with the Securities and Exchange Commission on May 21, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

ClearBridge MLP and Midstream Fund Inc.

(Name of Subject Company (issuer))

ClearBridge MLP and Midstream Fund Inc.

(Name of Filing Person (offeror))

Common Stock

$0.001 Par Value Per Share

(Title of Class of Securities)

184692200

(CUSIP Number of Class of Securities)

MARC A. DE OLIVEIRA, ESQ.

SECRETARY AND CHIEF LEGAL OFFICER

100 FIRST STAMFORD PLACE, 6TH FLOOR

STAMFORD, CONNECTICUT 06902

(203) 703-7026

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications on Behalf of the Person(s) Filing Statement)

Copy to:

David W. Blass, Esq.

Ryan P. Brizek, Esq.

Simpson Thacher & Bartlett LLP

900 G Street, NW

Washington D.C. 20001

(202) 636-5500

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which this statement relates:

☐ third party tender offer subject to Rule 14d-1

☒ issuer tender offer subject to Rule 13e-4

☐ going-private transaction subject to Rule 13e-3

☐ amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐

ITEMS 1 THROUGH 9 AND ITEM 11

This Issuer Tender Offer Statement on Schedule TO relates to an offer by ClearBridge MLP and Midstream Fund Inc., a Maryland corporation (the “Fund”), to purchase for cash up to 50% of its issued and outstanding shares of common stock, par value $0.001 per share, for cash at a price per share equal to 100% of the Fund’s net asset value per share as of the close of regular trading session on the New York Stock Exchange (“NYSE”) on June 20, 2024 (or if the Offer is extended, on the next trading day after the day to which the Offer is extended), upon the terms and subject to the conditions contained in the Offer to Purchase dated May 21, 2024 and the related Letter of Transmittal, which are filed as exhibits to this Schedule TO. The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference with respect to Items 1 through 9 and Item 11 of this Schedule TO.

ITEM 10. FINANCIAL STATEMENTS

(a) The information in the Offer to Purchase in Section 9 (“Selected Financial Information”) is incorporated herein by reference.

(b) Not applicable.

ITEM 12. EXHIBITS


EXHIBIT NO.		DESCRIPTION

(a)(1)(i)		Offer to Purchase, dated May 21, 2024.
(a)(1)(ii)		Form of Letter of Transmittal.
(a)(1)(iii)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(iv)		Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(v)		Form of Letter to Stockholders.
(a)(2)		None.
(a)(3)		Not Applicable.
(a)(4)		Not Applicable.
(a)(5)		Press Release issued on December 26, 2023⁽¹⁾
(b)		None.
(d)		Standstill Agreement dated as of December 22, 2023 by and among Saba Capital Management, L.P., ClearBridge MLP and Midstream Fund Inc., ClearBridge MLP and Midstream Total Return Fund Inc. and ClearBridge Energy Midstream Opportunity Fund Inc., incorporated by reference to Exhibit 17(l) on Form N-14 of ClearBridge Energy Midstream Opportunity Fund Inc., filed with the Securities and Exchange Commission on April 5, 2024
(e)		None.
(g)		None.
(h) (i)		None. Calculation of Filing Fee Table

(1) Previously filed on Schedule TO-C via EDGAR on December 26, 2023.

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


CLEARBRIDGE MLP AND MIDSTREAM FUND INC.

By:		/s/ Jane Trust
		Name: Jane Trust
		Title: Chairman, Chief Executive Officer and President

Dated: May 21, 2024

EXHIBIT INDEX


(a)(1)(i)		Offer to Purchase, dated May 21, 2024.

(a)(1)(ii)		Form of Letter of Transmittal.

(a)(l)(iii)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

(a)(1)(iv)		Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

(a)(1)(v)		Form of Letter to Stockholders.

(i)		Calculation of Filing Fee Table

Exhibit (a)(1)(i)

OFFER TO PURCHASE

CLEARBRIDGE MLP AND MIDSTREAM FUND INC.

(THE “FUND”)

DATED MAY 21, 2024

OFFER TO PURCHASE FOR CASH UP TO 50% OF ITS ISSUED AND

OUTSTANDING

SHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHARE (THE “SHARES”),

AT 100% OF NET ASSET VALUE PER SHARE

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON

JUNE 20, 2024, UNLESS THE OFFER IS EXTENDED.

THIS OFFER TO PURCHASE AND THE ACCOMPANYING LETTER OF TRANSMITTAL (WHICH, TOGETHER WITH ANY AMENDMENTS OR SUPPLEMENTS THERETO, COLLECTIVELY CONSTITUTE THE “OFFER”) IS BEING MADE TO ALL STOCKHOLDERS AND IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED, BUT IS SUBJECT TO OTHER CONDITIONS AS OUTLINED HEREIN AND IN THE LETTER OF TRANSMITTAL.

NONE OF THE FUND, ITS BOARD OF DIRECTORS, FRANKLIN TEMPLETON FUND ADVISER, LLC (FORMERLY KNOWN AS LEGG MASON PARTNERS FUND ADVISOR, LLC) (THE “INVESTMENT MANAGER”), CLEARBRIDGE INVESTMENTS, LLC (THE “SUBADVISER”), MAKES ANY RECOMMENDATION AS TO WHETHER TO TENDER OR NOT TO TENDER SHARES IN THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN AND IN THE LETTER OF TRANSMITTAL, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MAY NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THE FUND HAS BEEN ADVISED THAT NO DIRECTOR OR OFFICER OF THE FUND INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER.

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED ON THE FAIRNESS OR MERITS OF SUCH TRANSACTION OR ON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

BECAUSE THIS OFFER IS LIMITED AS TO THE NUMBER OF SHARES ELIGIBLE TO PARTICIPATE, NOT ALL SHARES TENDERED FOR PURCHASE BY STOCKHOLDERS MAY BE ACCEPTED FOR PURCHASE BY THE FUND. THIS MAY OCCUR, FOR EXAMPLE, WHEN ONE OR MORE LARGE INVESTORS SEEK TO TENDER A SIGNIFICANT NUMBER OF SHARES OR WHEN A LARGE NUMBER OF INVESTORS TENDER THEIR SHARES IN THIS OFFER.

IMPORTANT

Any stockholder of the Fund (“Stockholder”) desiring to tender any portion of his or her Shares to the Fund should either (1) complete and sign the Letter of Transmittal in accordance with the instructions in the Letter of Transmittal, and mail or deliver the Letter of Transmittal with his or her certificates for the tendered Shares if such Stockholder has been issued physical certificates and any other required documents to Computershare Inc. and its wholly owned subsidiary, Computershare Trust Company, N.A. (together, the “Depositary”), or (2) request his or her broker, dealer, commercial bank, trust company or other nominee to effect the transaction for him or her. Stockholders having Shares registered in the name of a broker, dealer, commercial bank, trust company or other

Exhibit (a)(1)(i)

nominee are urged to contact such broker, dealer, commercial bank, trust company or other nominee if they desire to tender Shares so registered. The Fund reserves the absolute right to reject Shares determined not to be tendered in appropriate form.

Questions, requests for assistance and requests for additional copies of this Offer to Purchase and the Letter of Transmittal may be directed to Georgeson LLC (the “Information Agent”) in the manner set forth on the last page of this Offer to Purchase.

If you do not wish to tender your Shares, you need not take any action.

THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION AND YOU SHOULD CAREFULLY READ BOTH IN THEIR ENTIRETY BEFORE YOU MAKE A DECISION WITH RESPECT TO THE OFFER.

Dated May 21, 2024

Exhibit (a)(1)(i)

TABLE OF CONTENTS


		Page

Summary Term Sheet		4

INTRODUCTION		8

1.	Terms of the Offer; Termination Date	9

2.	Acceptance for Payment and Payment for Shares	9

3.	Procedure for Tendering Shares	10

4.	Rights of Withdrawal	12

5.	Source and Amount of Funds; Effect of the Offer	13

6.	Purpose of the Offer; Plans or Proposals of the Fund	15

7.	NAV and Market Price Range of Shares; Dividends	16

8.	Federal Income Tax Consequences of the Offer	16

9.	Selected Financial Information	20

10.	Certain Information Concerning the Fund, the Investment Manager and the Subadviser	20

11.	Interests of Directors, Executive Officers and Associates; Transactions and Arrangements Concerning the Shares	20

12.	Certain Legal Matters; Regulatory Approvals	22

13.	Certain Conditions to the Offer	22

14.	Fees and Expenses	23

15.	Miscellaneous	23

16.	Contacting the Depositary and the Information Agent	23

SUMMARY TERM SHEET

This Summary Term Sheet highlights certain information concerning this Offer. To understand the Offer (as defined below) fully and for a more complete discussion of the terms and conditions of this Offer, you should read carefully this entire Offer to Purchase and the related Letter of Transmittal.

What is the Offer?

ClearBridge MLP and Midstream Fund Inc. is offering to purchase up to 50% of its outstanding Shares, or 6,647,097 Shares, for cash at a price per share equal to 100% of the per share net asset value as of the close of the regular trading session (normally 5:00 p.m. New York City time) on the New York Stock Exchange (“NYSE”) on June 20, 2024 (or if the Offer is extended, on the next trading day after the day to which the Offer is extended), upon specified terms and subject to conditions as set forth in the Offer documents.

Are there conditions to the Offer?

The Offer is subject to certain conditions as described in Section 13 of this Offer to Purchase.

When will the Offer expire, and may the Offer be extended?

The Offer will expire at 5:00 p.m., New York City time, on June 20, 2024, unless extended. The Fund may extend the period of time the Offer will be open by issuing a press release or making some other public announcement by no later than the next business day after the Offer otherwise would have expired. See Section 1 of this Offer to Purchase.

What is the net asset value per Fund Share as of a recent date?

As of April 30, 2024, the net asset value per share was $48.87. See Section 7 of this Offer to Purchase for additional information regarding net asset values and market prices. As of April 30, 2024, there were 13,294,195 Shares issued and outstanding. During the pendency of the Offer, current net asset value quotations can be obtained from the Information Agent by calling toll free at (866) 920-4923 between 9:00 a.m. and 9:00 p.m., New York City time, Monday through Friday. You may also call the Fund’s toll free number at (888) 777-0102.

Will the net asset value be higher or lower on the date that the price to be paid for tendered Shares is to be determined?

No one can accurately predict the net asset value at a future date, but you should realize that net asset value on the date the purchase price for tendered Shares is to be determined may be higher or lower than the net asset value on April 30, 2024.

How do I tender my Shares?

If your Shares are registered in your name, you should obtain the tender offer materials, including this Offer to Purchase and the related Letter of Transmittal, read them, and if you should decide to tender, complete a Letter of Transmittal and submit any other documents required by the Letter of Transmittal. These materials must be received by the Depositary in proper form before 5:00 p.m., New York City time, on June 20, 2024 (unless the Offer has been extended by the Fund, in which case the new deadline will be as stated in the public announcement of the extension). If your Shares are held by a broker, dealer, commercial bank, trust company or other nominee (e.g., in “street name”), you should contact that firm to obtain the package of information necessary to make your decision, and you can only tender your Shares by directing that firm to complete, compile and deliver the necessary documents for submission to the Depositary by 5:00 p.m., New York City time, on June 20, 2024 (or if the Offer is extended, the expiration date as extended). If you are an institution participating in the book-entry transfer facility, you must tender your Shares according to the procedure for book-entry transfer. See Section 3 of this Offer to Purchase.

Is there any cost to me to tender?

No fees or commission will be payable to the Fund in connection with the Offer. However, brokers, dealers or other persons may charge stockholders a fee for soliciting tenders for Shares pursuant to this Offer. See the Letter of Transmittal.

May I withdraw my Shares after I have tendered them and, if so, by when?

Yes, you may withdraw your Shares at any time prior to 5:00 p.m., New York City time on June 20, 2024 (or if the Offer is extended, at any time prior to 5:00 p.m., New York City time, on the new expiration date). Withdrawn Shares may be re-tendered by following the tender procedures before the Offer expires (including any extension period). See Section 4 of this Offer to Purchase.

How do I withdraw previously tendered Shares?

A notice of withdrawal of tendered Shares must be timely received by the Depositary, and must specify the name of the Stockholder who tendered the shares, the number of Shares being withdrawn (which must be all of the Shares tendered) and, with respect to share certificates representing tendered Shares that have been delivered or otherwise identified to the Depositary, the name of the registered owner of such Shares if different from the person who tendered the Shares. See Section 4 of this Offer to Purchase.

May I place any condition on my tender of Shares?

No.

Is there a limit on the number of Shares I may tender?

No. However, only 50% of the Fund’s outstanding Shares will be accepted for tender. See Section 1 of this Offer to Purchase.

What if more than 6,647,097 Shares are tendered (and not timely withdrawn)?

The Fund will purchase duly tendered Shares from tendering stockholders pursuant to the terms and conditions of the Offer on a pro rata basis (disregarding fractions) in accordance with the number of Shares tendered by each Stockholder (and not properly withdrawn), unless the Fund determines not to purchase any Shares in the event that the conditions described in Section 13 of this Offer to Purchase are not met. The Fund’s present intention, if the Offer is oversubscribed, is not to purchase more than 6,647,097 Shares. See Section 1 of this Offer to Purchase.

Must I tender all of my Shares for repurchase?

No. You may tender for repurchase all or part of the Shares you own.

If I decline to tender, how will the tender offer affect the Shares I hold?

Your percentage ownership interest in the Fund will increase after completion of the tender offer.

How will the Fund pay for the Offer?

It is anticipated that the Fund will increase its use of leverage, sell certain portfolio securities and/or use cash on hand to finance the Offer.

If Shares I tender are accepted by the Fund, when will payment be made?

Payment for tendered Shares, if accepted, will be made promptly after the termination date of the Offer.

Is my sale of Shares in the Offer a taxable transaction for U.S. federal income tax purposes?

For most Stockholders, yes. The sale of Shares pursuant to the Offer by a U.S. Stockholder (as defined in Section 8), other than one who is tax-exempt, will be a taxable transaction for U.S. federal income tax purposes, either as a sale or exchange, or, under certain circumstances, as a distribution with respect to such Shares. An applicable withholding agent may withhold U.S. federal income taxes equal to 30% of the gross proceeds payable to a Non-U.S. Stockholder (as defined in Section 8) unless the agent determines that such Non-U.S. Stockholder is eligible for a reduced rate of withholding pursuant to a treaty or that an exemption from withholding is applicable because the gross proceeds are effectively connected with the Non-U.S. Stockholder’s conduct of a trade or business within the U.S. (and, if required by an applicable income tax treaty, are attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. Stockholder). See Section 8 of this Offer to Purchase for a more detailed discussion of certain U.S. federal income tax consequences of the Offer. Stockholders are advised to consult their own tax advisors.

Is the Fund required to complete the Offer and purchase all Shares tendered up to the maximum of 6,647,097 Shares?

Under most circumstances, yes. There are certain circumstances, however, in which the Fund will not be required to purchase any Shares tendered as described in Section 13 of this Offer to Purchase.

Is there any reason Shares tendered will not be accepted?

In addition to those circumstances described in Section 13 of this Offer to Purchase in which the Fund is not required to accept tendered Shares, the Fund has reserved the right to reject any and all tenders determined by it not to be in appropriate form. For example, tenders will be rejected if the tender does not include the original signature(s) or the original of any required signature guarantee(s).

How will tendered Shares be accepted for payment?

Properly tendered Shares, up to the number tendered for, will be accepted for payment by a determination of the Fund followed by notice of acceptance to the Depositary, which thereafter will make payment as directed by the Fund with funds to be deposited with it by the Fund. See Section 2 of this Offer to Purchase.

What action need I take if I decide not to tender my Shares?

None.

What is the purpose of the Offer?

The Offer is intended to provide Stockholders with an alternative source of liquidity for their Shares and, potentially, to reduce the discount to net asset value at which the Shares trade. In approving the Offer, the Board considered a number of factors, including: the economic condition of the investment markets; that the Offer could provide liquidity for Stockholders; that the Offer could enable Stockholders to tender a portion of their Shares at a price that is greater than what they could realize in the secondary market at that time; that the Offer is expected to have an accretive impact to net asset value for Stockholders who remain invested in the Fund; that the Offer may assist in narrowing the discount to net asset value at which the Shares trade; that the Investment Manager recommended the Offer to the Board; and that agreeing to conduct the Offer would allow the Fund to enter into a standstill agreement with Saba Capital Management, L.P. (“Saba”). The Board also considered the potential impact of the Offer on the Fund’s ability to implement its investment strategies, and achieve its investment objective. After considering the totality of the factors listed in this paragraph and other factors, none of which standing on its own was dispositive, the Board determined to authorize this Offer. There is no guarantee that the Offer will be accretive to the Fund’s net asset value.

Please bear in mind that none of the Fund, its Board of Directors, the Investment Manager or the Subadviser makes any recommendation as to whether or not you should tender your Shares. Shareholders are urged

to consult their own investment and tax advisors and make their own decisions whether to tender any Shares and, if so, how many Shares to tender. The Fund has been advised that no director or officer of the Fund intends to tender Shares.

How do I obtain additional information?

Questions and requests for assistance should be directed to the Information Agent for the Offer, toll free at (866) 920-4923. Requests for additional copies of the Offer to Purchase, the Letter of Transmittal and all other tender offer documents should also be directed to the Information Agent for the Offer. If you do not hold certificates for your Shares or if you are not the record holder of your Shares, you should obtain this information and the documents from your broker, dealer, commercial bank, trust company or other nominee, as appropriate.

TO THE STOCKHOLDERS OF SHARES OF COMMON STOCK OF CLEARBRIDGE MLP AND

MIDSTREAM FUND INC.

INTRODUCTION

ClearBridge MLP and Midstream Fund Inc. (the “Fund”), a Maryland corporation registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end, non-diversified management investment company, hereby offers to purchase up to 50% of the Fund’s outstanding shares of common stock or 6,647,097 shares in the aggregate (the “Offer Amount”) of its common stock, par value $0.001 per share (the “Shares”), at a price (the “Purchase Price”) per Share, net to the seller in cash, equal to 100% of the net asset value in U.S. Dollars (“NAV”) per Share as of the close of regular trading session on the NYSE on June 20, 2024, or, if the Offer is extended, on the next trading day after the day to which the Offer is extended, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which together constitute the “Offer”). The depositary for the Offer is Computershare Inc. and its wholly owned subsidiary, Computershare Trust Company, N.A. (the “Depositary”). The Fund has mailed materials for the Offer to record holders on or about May 21, 2024.

THIS OFFER IS BEING EXTENDED TO ALL STOCKHOLDERS OF THE FUND AND IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED, BUT IS SUBJECT TO OTHER CONDITIONS AS OUTLINED HEREIN AND IN THE LETTER OF TRANSMITTAL. SEE SECTION 13 OF THIS OFFER TO PURCHASE.

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED ON THE FAIRNESS OR MERITS OF SUCH TRANSACTION OR ON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

As of April 30, 2024, there were 13,294,195 Shares issued and outstanding, and the NAV was $48.87 per Share. The Fund does not expect that the number of Shares issued and outstanding will be materially different on the Termination Date (as defined below). Stockholders may contact Georgeson LLC, the Fund’s Information Agent, toll free at (866) 920-4923 or contact the Fund directly at its toll free number, (888) 777-0102, to obtain the estimated current NAV for the Shares.

Any Shares acquired by the Fund pursuant to the Offer will become authorized but unissued shares and will be available for issuance by the Fund without further Stockholder action (except as required by applicable law). Tendering Stockholders may be obligated to pay brokerage fees or commissions or, subject to Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of Shares by the Fund. Stockholders may also be subject to other transaction costs, as described in Section 1.

1.	Terms of the Offer; Termination Date

Upon the terms and subject to the conditions set forth in the Offer, the Fund will accept for payment, and pay for, up to 50% of the Fund’s outstanding Shares, or 6,647,097 Shares in the aggregate, validly tendered on or prior to 5:00 p.m., New York City time, on June 20, 2024, or if the Offer is extended, on the next trading day after the day to which the Offer is extended (the “Termination Date”) and not properly withdrawn as permitted by Section 4.

If the number of Shares properly tendered and not properly withdrawn prior to the Termination Date is less than or equal to the Offer Amount, the Fund will, upon the terms and conditions of the Offer, purchase all Shares so tendered. If more than 6,647,097 are duly tendered pursuant to the Offer (and not withdrawn as provided in Section 4), unless the Fund determines not to purchase any Shares in the event that the conditions described in Section 13 of this Offer to Purchase are not met, the Fund will purchase Shares from tendering Stockholders, in accordance with the terms and conditions specified in the Offer, on a pro rata basis (disregarding fractions) in accordance with the number of Shares duly tendered by or on behalf of each Stockholder (and not so withdrawn). Except as described herein, withdrawal rights expire on the Termination Date. If Shares duly tendered by or on behalf of a Stockholder include Shares held pursuant to the Fund’s dividend reinvestment plan, the proration will be applied first with respect to other Shares tendered and only thereafter, if and as necessary, with respect to Shares held pursuant to that plan. The Fund does not contemplate extending the Offer and increasing the number of Shares covered thereby by reason of more than 6,647,097 of the Shares having been tendered.

Stockholders should consider the relative costs of tendering Shares pursuant to the Offer and selling Shares at the market price with the associated transaction costs.

The Fund expressly reserves the right, in its sole discretion, at any time or from time to time, to extend the period of time during which the Offer is open by giving oral or written notice of such extension to the Depositary. Any such extension will also be publicly announced by press release issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Termination Date. If the Fund makes a material change in the terms of the Offer or the information concerning the Offer, or if it waives a material condition of the Offer, the Fund will extend the Offer to the extent required by rules promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These rules require that the minimum period during which the Offer must remain open following material changes in the terms of the offer or information concerning the offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of such terms or information. During the extension, all Shares properly tendered and not properly withdrawn previously will remain subject to the Offer, subject to the right of a tendering Stockholder to withdraw his or her Shares.

Subject to the terms and conditions of the Offer, the Fund will pay the consideration offered or return the tendered securities promptly after the termination or withdrawal of the Offer in accordance with the terms as set forth in Section 2 below. Any extension, delay or termination will be followed as promptly as practicable by public announcement thereof, such announcement, in the case of an extension, to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Termination Date.

2.	Acceptance for Payment and Payment for Shares

Upon the terms and subject to the conditions of the Offer, the Fund will accept for payment, and will pay for, Shares validly tendered on or before the Termination Date, and not properly withdrawn in accordance with Section 4 promptly after the Termination Date. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of certificates for such Shares (unless such Shares are held in uncertificated form), a properly completed and duly executed Letter of Transmittal (or facsimile thereof), and any other documents required by the Letter of Transmittal. The Fund expressly reserves the right, in its sole discretion, to delay the acceptance for payment of, or payment for, Shares, in whole or in part, in order to comply with any applicable law.

For purposes of the Offer, the Fund will be deemed to have accepted for payment Shares validly tendered and not properly withdrawn as, if and when the Fund gives oral or written notice to the Depositary of its acceptance

for payment of such Shares pursuant to the Offer. Payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the aggregate purchase price therefor with the Depositary, which will act as agent for the tendering Stockholders for purpose of receiving payments from the Fund and transmitting such payments to the tendering Stockholders. Under no circumstances will interest on the purchase price for Shares be paid, regardless of any delay in making such payment.

In the event of proration, the Fund will determine the proration factor and pay for those tendered Shares accepted for payment as soon as practicable after the Termination Date. However, the Fund expects that it will not be able to announce the final results of any proration or commence payment for any Shares purchased pursuant to the Offer until at least three business days after the Termination Date.

If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or are not paid because of an invalid tender, or if certificates are submitted for more Shares than are tendered (i) Shares delivered pursuant to the Book-Entry Delivery Procedure (as defined in Section 3 below) will be credited to the appropriate account maintained within the appropriate Book-Entry Transfer Facility and (ii) uncertificated Shares held by the Fund’s transfer agent pursuant to the Fund’s dividend reinvestment plan will be returned to the dividend reinvestment plan account maintained by the transfer agent.

If the Fund is delayed in its acceptance for payment of, or in its payment for, Shares, or is unable to accept for payment or pay for Shares pursuant to the Offer for any reason, then, without prejudice to the Fund’s rights under this Offer, the Depositary may, on behalf of the Fund, retain tendered Shares, and such Shares may not be withdrawn, unless and except to the extent tendering Stockholders are entitled to withdrawal rights as described in Section 4 of this Offer to Purchase.

The purchase price of the Shares will equal 100% of their NAV as of the close of regular trading session on the NYSE on June 20, 2024, or if the Offer is extended, on the next trading day after the day to which the Offer is extended (the “Pricing Date”). Tendering Stockholders may be required to pay brokerage commissions or fees. Under the circumstances set forth in Instruction 6 of the Letter of Transmittal, Stockholders may be obligated to pay transfer taxes on the purchase of Shares by the Fund.

The Fund normally calculates the NAV of its Shares daily at the close of the regular trading session (normally 5:00 p.m. New York City time) of the NYSE. On April 30, 2024, the NAV was $48.87 per Share. The Shares are listed on the NYSE. On April 30, 2024, the last sales price at the close of regular trading on the NYSE was $45.08 per Share, representing a 7.76% discount from NAV. The NAV of the Fund’s Shares will be available daily until the Termination Date, by calling the Fund’s Information Agent, toll free at (866) 920-4923 or through the Fund’s toll free number at (888) 777-0102.

3.	Procedure for Tendering Shares

Stockholders having Shares that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee should contact such firm if they desire to tender their Shares. For a Stockholder validly to tender Shares pursuant to the Offer, (i) a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees, or in the case of a book-entry transfer, an Agent’s Message, and any other documents required by the Letter of Transmittal, must be transmitted to and received by the Depositary at one of its addresses set forth on the last page of this Offer to Purchase, and (ii) either the certificate for Shares must be transmitted to and received by the Depositary at one of its addresses set forth on the last page of this Offer to Purchase or the tendering Stockholder must comply with the Book-Entry Delivery Procedure set forth in this Section 3, in all cases prior to the Termination Date.

The Fund’s transfer agent holds Shares in uncertificated form for certain Stockholders pursuant to the Fund’s dividend reinvestment plan. Stockholders may tender such uncertificated Shares by completing the appropriate section of the Letter of Transmittal.

Signatures on Letters of Transmittal must be guaranteed by a firm which is a broker, dealer, commercial bank, credit union, savings association or other entity and which is a member in good standing of a stock transfer

association’s approved medallion program (such as STAMP, SEMP or MSP) (each, an “Eligible Institution”) unless (i) the Letter of Transmittal is signed by the registered holder of the Shares tendered, including those Stockholders who are participants in a Book-Entry Transfer Facility and whose name appears on a security position listing as the owner of the Shares, but excluding those registered Stockholders who have completed either the “Special Transfer Instruction” box or the “Special Mailing Instruction” box on the Letter of Transmittal, or (ii) such Shares are tendered for the account of an Eligible Institution. In all other cases, all signatures on the Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5 of the Letter of Transmittal for further information.

Backup Federal Income Tax Withholding. Payments made pursuant to the Offer may be subject to information reporting. Backup withholding tax (at a rate of 24%) will generally be imposed on the gross proceeds paid to a tendering U.S. Stockholder (as defined in Section 8) unless (i) the U.S. Stockholder provides such U.S. Stockholder’s taxpayer identification number (employer identification number or social security number) to the applicable withholding agent, certifies as to no loss of exemption from backup withholding and complies with applicable requirements of the backup withholding rules, or (ii) such U.S. Stockholder is otherwise exempt from backup withholding. Therefore, each tendering U.S. Stockholder should complete and sign the Internal Revenue Service (“IRS”) Form W-9 included as part of the Letter of Transmittal so as to provide the information and certification necessary to avoid backup withholding, unless such U.S. Stockholder otherwise establishes to the satisfaction of the applicable withholding agent that such U.S. Stockholder is not subject to backup withholding. Certain U.S. Stockholders (including, among others, most corporations) are not subject to these backup withholding requirements. In addition, Non-U.S. Stockholders (as defined in Section 8) are not subject to these backup withholding requirements. In order for a Non-U.S. Stockholder to establish that it is not subject to backup withholding requirements, such Non-U.S. Stockholder must submit an applicable IRS Form W-8 (generally, an IRS Form W-8BEN, W-8BEN-E or W-8ECI). Such forms can be obtained from the Depositary. Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a stockholder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS.

For a discussion of certain federal income tax consequences to tendering Stockholders, see Section 8.

Withholding for Non-U.S. Stockholders. The tax treatment of a Stockholder’s receipt of cash pursuant to the Offer depends upon facts which may be unique as to each Stockholder. Therefore, even if a Non-U.S. Stockholder has provided the required certification to avoid backup withholding, an applicable withholding agent may withhold U.S. federal income tax equal to 30% of the gross proceeds payable to a Non-U.S. Stockholder unless the agent determines that a reduced rate of withholding is available pursuant to a tax treaty or that an exemption from withholding is applicable because such gross proceeds are effectively connected with the Non-U.S. Stockholder’s conduct of a trade or business within the U.S. (and, if required by an applicable income tax treaty, are attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. Stockholder). In order to obtain a reduced rate of withholding pursuant to a tax treaty, a Non-U.S. Stockholder must deliver a properly completed and executed IRS Form W-8BEN (for individuals) or Form W-8BEN-E (for entities). In order to obtain an exemption from withholding on the grounds that the gross proceeds paid pursuant to the Offer are effectively connected with the conduct of a trade or business within the U.S. (and, if required by an applicable income tax treaty, are attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. Stockholder), a Non-U.S. Stockholder must deliver a properly completed and executed IRS Form W-8ECI. A withholding agent may determine a Stockholder’s status as a Non-U.S. Stockholder and eligibility for a reduced rate of, or exemption from, withholding by reference to any outstanding certificates or statements concerning eligibility for a reduced rate of, or exemption from, withholding (e.g., IRS Forms W-8BEN, W-8BEN-E or W-8ECI) unless facts and circumstances indicate that such reliance is not warranted. A Non-U.S. Stockholder may be eligible to obtain a refund of all or a portion of any tax withheld if such Non-U.S. Stockholder satisfies certain requirements or is otherwise able to establish that no tax or a reduced amount of tax is due (See Section 8). Backup withholding generally will not apply to amounts subject to the 30% or a treaty-reduced rate of withholding. Non-U.S. Stockholders are urged to consult their own tax advisors regarding the application of U.S. federal income tax withholding, including eligibility for a withholding tax reduction or exemption, and the refund procedure.

In addition, a Non-U.S. Stockholder (other than an individual) may be subject to a 30% withholding tax under Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”), commonly referred to as “FATCA,” unless such Non-U.S. Stockholder establishes an exemption from such withholding tax

under FATCA, typically on IRS Form W-8BEN-E. In such case, any withholding under FATCA may be credited against, and therefore reduce, any 30% or treaty-reduced rate of withholding as discussed above.

All questions as to the validity, form, eligibility (including time of receipt), payment and acceptance for payment of any tender of Shares will be determined by the Fund in its sole discretion, which determination shall be final and binding. The Fund reserves the absolute right to reject any and all tenders of Shares it determines not to be in proper form or the acceptance for payment of which may, in the opinion of its counsel, be unlawful. The Fund also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any Shares. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived. None of the Fund, the Investment Manager, the Subadviser, the Information Agent, the Depositary or any other person shall be under any duty to give notification of any defects or irregularities in tenders, nor shall any of the foregoing incur any liability for failure to give any such notification. The Fund’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and instructions thereto) will be final and binding.

Payment for Shares tendered and accepted for payment pursuant to the Offer will be made, in all cases, only after timely receipt of (i) certificates for such Shares by the Depositary or book-entry confirmation of delivery of such Shares to the account of the Depositary, (ii) a properly completed and duly executed Letter of Transmittal (or facsimile thereof) for such Shares, and (iii) any other documents required by the Letter of Transmittal. The tender of Shares pursuant to any of the procedures described in this Section 3 will constitute an agreement between the tendering Stockholder and the Fund upon the terms and subject to the conditions of the Offer.

The method of delivery of all required documents is at the election and risk of each tendering Stockholder. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended.

Book-Entry Delivery Procedure

The Depositary will establish accounts with respect to the Shares at the Depository Trust Company (the “Book-Entry Transfer Facility”) for purposes of the Offer promptly after the date of this Offer. Any financial institution that is a participant in any of the Book-Entry Transfer Facility’s systems may make delivery of tendered Shares by (i) causing such Book-Entry Transfer Facility to transfer such Shares into the Depositary’s account in accordance with such Book-Entry Transfer Facility’s procedure for such transfer and (ii) causing a confirmation of receipt of such delivery to be received by the Depositary (the “Book-Entry Delivery Procedure”). The Book-Entry Transfer Facility may charge the account of such financial institution for tendering Shares on behalf of Stockholders. Notwithstanding that delivery of Shares may be properly effected in accordance with this Book-Entry Delivery Procedure, the Letter of Transmittal, with signature guarantee, or an Agent’s Message, and all other documents required by the Letter of Transmittal must be transmitted to and received by the Depositary at the appropriate address set forth on the last page of this Offer before the Termination Date. Delivery of documents to a Book-Entry Transfer Facility in accordance with such Book-Entry Transfer Facility’s procedures does not constitute delivery to the Depositary for purposes of this Offer.

The confirmation of a book-entry transfer of Shares into the Depositary’s account at the Book-Entry Transfer Facility described above is referred to herein as a “book-entry confirmation.”

The term “Agent’s Message” means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a book-entry confirmation, stating that the Book-Entry Transfer Facility has received an express acknowledgment from the participant tendering Shares through the Book-Entry Transfer Facility that the participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Fund may enforce that agreement against that participant.

4.	Rights of Withdrawal

Tenders of Shares made pursuant to the Offer may be withdrawn at any time prior to the Termination Date (June 20, 2024), unless extended.

To be effective, a written notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the last page of this Offer to Purchase. Any notice of withdrawal must specify the name of the person who executed the particular Letter of Transmittal, the number of Shares to be withdrawn, and the names in which the Shares to be withdrawn are registered. Any signature on the notice of withdrawal must be guaranteed by an Eligible Institution. If certificates have been delivered to the Depositary, the name of the registered holder and the serial numbers of the particular certificates evidencing the Shares withdrawn must be furnished to the Depositary. If Shares have been delivered pursuant to the Book-Entry Delivery Procedure set forth in Section 3 of this Offer to Purchase, any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares (which must be the same name, number, and Book-Entry Transfer Facility from which the Shares were tendered), and must comply with the procedures of the Book-Entry Transfer Facility.

All questions as to the form and validity, including time of receipt, of any notice of withdrawal will be determined by the Fund, in its sole discretion, which determination shall be final and binding. None of the Fund, the Investment Manager, the Subadviser, the Information Agent, the Depositary or any other person shall be under any duty to give notification of any defects or irregularities in any notice of withdrawal nor shall any of the foregoing incur any liability for failure to give such notification. Any Shares properly withdrawn will be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered by following the procedures described in Section 3 of this Offer to Purchase at any time prior to the Termination Date.

If the Fund is delayed in its acceptance for payment of Shares, or it is unable to accept for payment Shares tendered pursuant to the Offer, for any reason, then, without prejudice to the Fund’s rights under this Offer, the Depositary may, on behalf of the Fund, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering Stockholders are entitled to withdrawal rights as set forth in this Section 4.

5.	Source and Amount of Funds; Effect of the Offer

The actual cost of the Offer to the Fund cannot be determined at this time because the number of Shares to be purchased will depend on the number tendered, and the price will be based on the NAV per Share on the Pricing Date (June 20, 2024, unless extended). If the NAV per Share on the Pricing Date were the same as the NAV per Share on April 30, 2024, and if Stockholders tender 50% of the Fund’s outstanding Shares pursuant to the Offer, the estimated payment by the Fund to the Stockholders would be approximately $324,813,627. See the Pro Forma Capitalization Table below.

The monies to be used by the Fund to purchase Shares pursuant to the Offer will be obtained from an increase in the Fund’s use of leverage, cash and/or from sales of securities in the Fund’s investment portfolio.

The Offer may have certain adverse consequences for tendering and non-tendering Stockholders.

Effect on NAV and Consideration Received by Tendering Stockholders. If the Fund were required to sell a substantial amount of portfolio securities to raise cash to finance the Offer, the market prices of portfolio securities being sold and/or the Fund’s remaining portfolio securities may decline and hence the Fund’s NAV may decline. If any such decline occurs in the value of portfolio securities, the Fund cannot predict what its magnitude might be or whether such a decline would be temporary or continue to or beyond the Termination Date (June 20, 2024). Because the price per Share to be paid in the Offer will be dependent upon the NAV per Share as determined on the Termination Date, if such a decline continued up to the Termination Date (June 20, 2024, unless extended), the consideration received by tendering Stockholders would be reduced. In addition, the sale of portfolio securities will cause the Fund to incur increased brokerage and related transaction expenses, and the Fund may receive proceeds from the sale of portfolio securities that are less than their valuations by the Fund. Accordingly, obtaining the cash to consummate the Offer may result in a decrease in the Fund’s NAV per Share, thereby reducing the amount of proceeds received by tendering Stockholders and the NAV per Share for non-tendering Stockholders.

The Fund will likely sell portfolio securities during the pendency of the Offer to raise cash for the purchase of Shares. Thus, during the pendency of the Offer, and possibly for a short time thereafter, the Fund will likely hold a greater than normal percentage of its net assets in cash and cash equivalents. The Fund will pay for tendered Shares it accepts for payment reasonably promptly after the Termination Date of this Offer. Because the Fund will

not know the number of Shares tendered until the Termination Date, the Fund will not know until the Termination Date the amount of cash required to pay for such Shares. If on or prior to the Termination Date, the Fund does not have, or believes it is unlikely to have, sufficient cash to pay for all Shares tendered, it may extend the Offer to allow additional time to sell portfolio securities and raise sufficient cash.

Recognition of Capital Gains and Ordinary Income by the Fund. As noted, the Fund will likely be required to sell portfolio securities to finance the Offer. If the Fund’s tax basis for the securities sold is less than the sale proceeds, the Fund will recognize capital gains. For master limited partnership (“MLP”) portfolio securities, a portion of the sales proceeds may be recharacterized as ordinary income rather than capital gains in accordance with Section 751 of the Code. It is impossible to predict what the amount of unrealized gains or losses will be in the Fund’s portfolio at the time that the Fund is required to liquidate portfolio securities (and hence the amount of capital gains or losses and ordinary income that will be recognized). The recognition of capital gains and ordinary income may result in the Fund having current income tax liabilities to the IRS and various state tax jurisdictions, and to raise cash to pay these liabilities, the Fund may need to sell additional portfolio securities thereby possibly being forced to recognize additional capital gains and ordinary income. As of April 30, 2024, there was net unrealized appreciation of approximately $8 million in the Fund’s portfolio as a whole. Additionally, as of April 30, 2024, the Fund had net capital loss carryforwards, which will be subject to expiration on November 30, 2024, of $9 million available for tax purposes to offset any future capital gains realized by the Fund. Selling the Fund’s portfolio securities in order to finance the Offer may impact the Fund’s ability to fully utilize its capital loss carryforwards before their November 30, 2024 expiration date.

Excise Tax. Under the Inflation Reduction Act of 2022, a 1% excise tax applies to certain repurchases of stock by a domestic corporation (the “Excise Tax”). The Excise Tax is imposed on the repurchasing corporation itself, not on the shareholders from whom shares are repurchased. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased, and repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. The interpretation and operation of certain aspects of the Excise Tax remain unclear, and proposed regulations implementing the Excise Tax have been issued by the government but have not yet been finalized and remain subject to change. To what extent the Fund will be subject to the Excise Tax in connection with the Offer may depend on a number of factors, including the characterization of the repurchase of the Shares for U.S. federal income tax purposes and the content of final Excise Tax regulations. Any repurchase of Shares that occurs in connection with the Offer may be subject to the Excise Tax. The Fund expects to pay any such Excise Tax liability when due.

Higher Expense Ratio and Less Investment Flexibility. If the Fund purchases a substantial number of Shares pursuant to the Offer, the net assets of the Fund (that is, its total assets less its liabilities) will be reduced accordingly. The reduced net assets of the Fund as a result of the Offer will result in a higher expense ratio for the Fund and possibly in less investment flexibility for the Fund, depending on the number of Shares repurchased.

Pro Forma Effects on Capitalization. The following table sets forth the net assets of the Fund as of April 30, 2024, adjusted to give effect to the offer (excluding expenses and assuming the Fund repurchases 50% of its outstanding Shares):

PRO FORMA CAPITALIZATION (1)


	As of April 30, 2024	Pro Forma as Adjusted for Purchase at $48.87 Per Share (2)

Total net assets	$649,627,253	$324,813,627 (4)
Shares outstanding	13,294,195	6,647,097
NAV per Share (3)	$48.87	$48.87

(1)	This table assumes purchase by the Fund of 6,647,097 Shares, equal to 50% of the Fund’s outstanding Shares as of April 30, 2024.

(2)

This amount assumes a fully subscribed tender based upon the Fund’s NAV determined as of April 30, 2024. Shares tendered pursuant to the offer will be purchased at NAV on the Pricing Date (June 20, 2024), unless extended, which may be more or less than the assumed $48.87 per share, and the Pro Forma NAV per Share also may be more or less than that shown above.

(3)	The NAV per Share of the Fund is normally determined on each day that the NYSE is open, as of the close of regular trading on the NYSE, and is determined by dividing the total net assets of the Fund by the number of Shares outstanding.

(4)	This amount reflects 50% of the Fund’s net assets as of April 30, 2024.

6.	Purpose of the Offer; Plans or Proposals of the Fund

The Board of Directors of the Fund has authorized a tender offer to purchase for cash up to 50% of the Fund’s outstanding Shares, or up to 6,647,097 Shares, for cash at a price per share equal to 100% of the per share net asset value as of the close of regular trading on the New York Stock Exchange (“NYSE”) on June 20, 2024 (or if the Offer is extended, on the next trading day after the day to which the Offer is extended), upon specified terms and subject to conditions as set forth in the Offer documents.

The purpose of this Offer is to provide liquidity to Stockholders. The Offer may reduce any market price discount from the NAV of the Shares, but there can be no assurance that this Offer will result in such a reduction. The market price of the Shares will also be determined by, among other things, the relative demand for and supply of the Shares in the market, the Fund’s investment performance, the Fund’s dividends and yield, investor perception of the Fund’s overall attractiveness as an investment as compared with other investment alternatives, and current market events.

The purchase of Shares pursuant to the Offer will have the effect of increasing the proportionate interest in the Fund of Stockholders that do not tender Shares. Stockholders that retain their Shares may be subject to increased risks due to a reduction in the Fund’s aggregate assets resulting from payment for the Shares tendered. These risks include the potential for greater volatility in our NAV due to possible decreased diversification. However, the Fund believes that this result is unlikely given the nature of the Fund’s investment program. A reduction in the aggregate assets of the Fund may result in Stockholders that do not tender Shares bearing higher costs to the extent that certain expenses borne by the Fund are relatively stable and may not decrease if assets decline.

Any Shares acquired by the Fund pursuant to the Offer will become authorized but unissued Shares and will be available for issuance by the Fund without further Stockholder action (except as required by applicable law or the rules of national securities exchanges on which the Shares are listed).

As described in the Fund’s Proxy Statement/Prospectus filed with the SEC on April 8, 2024, the Board has approved a merger between the Fund, ClearBridge Energy Midstream Opportunity Fund Inc. (“EMO”) and ClearBridge MLP and Midstream Total Return Fund Inc. (“CTR” and, together with the Fund and EMO, the “Funds”), where EMO will be the surviving entity. The merger was approved by the stockholders of each of the Funds on May 17, 2024 and the merger is expected to take effect on or about August 19, 2024, or such other date as the parties may agree.

Except as set forth above, as referred to in connection with the Fund’s Dividend Reinvestment Plan, the Fund does not have any present plans or proposals and is not engaged in any negotiations that relate to or would result in: (a) other than in connection with transactions in the ordinary course of the Fund’s operations and for purposes of funding the Offer, any purchase, sale or transfer of a material amount of assets of the Fund or any of its subsidiaries; (b) any material change in the Fund’s present dividend policy, or indebtedness or capitalization of the Fund; (c) changes to the present Board of Directors or management of the Fund, including changes to the number or the term of members of the Board of Directors, the filling of any existing vacancies on the Board of Directors or changes to any material term of the employment contract of any executive officer; (d) any other material change in the Fund’s corporate structure or business, including any plans or proposals to make any changes in the Fund’s investment policy for which a vote would be required by Section 13 of the 1940 Act; (e) any class of equity securities of the Fund being delisted from a national securities exchange or ceasing to be authorized to be quoted in an automated quotations system operated by a national securities association; (f) any class of equity securities of the

Fund becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (g) the suspension of the Fund’s obligation to file reports pursuant to Section 15(d) of the Exchange Act; (h) the acquisition by any person of additional securities of the Fund, or the disposition of securities of the Fund; or (i) any changes in the Fund’s Articles of Incorporation, By-Laws or other governing instruments or other actions that could impede the acquisition of control of the Fund. Following the completion of the Offer, the Board of Directors reserves the right to consider whether a merger or reorganization of the Fund, other extraordinary transaction or restructuring of the Fund’s outstanding senior securities, or any other plans noted above, would be appropriate. No other tender offers are presently contemplated, but the Board of Directors reserves the right to conduct tender offers in the future.

NONE OF THE FUND, ITS BOARD OF DIRECTORS, THE INVESTMENT MANAGER OR THE SUBADVISER MAKES ANY RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ANY OF SUCH STOCKHOLDER’S SHARES, AND NONE OF SUCH PERSONS HAS AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION. STOCKHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISORS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES.

7.	NAV and Market Price Range of Shares; Dividends

The Shares are traded on the NYSE. The following table sets forth for the fiscal quarters indicated the NAV (as of the last day of each of such fiscal quarters) and the high and low NYSE Market Price per Share:


Fiscal Quarter Ended	High		Low		Net Asset Value

February 28, 2022	$	32.41	$	25.07	$	39.00
May 31, 2022	$	37.64	$	29.63	$	44.66
August 31, 2022	$	37.86	$	27.34	$	45.66
November 20, 2022	$	36.03	$	27.79	$	42.33
February 28, 2023	$	36.98	$	31.74	$	42.43
May 31, 2023	$	35.21	$	29.95	$	40.86
August 31, 2023	$	38.16	$	31.96	$	43.51
November 20, 2023	$	38.34	$	33.40	$	44.33
February 29, 2024	$	42.63	$	36.32	$	46.42

As of the close of business on April 30, 2024, the Fund’s NAV per Share was $48.87. The tender of Shares, unless and until such tendered Shares are accepted for purchase, will not affect the record ownership of any such tendered Shares for purposes of entitlement to any dividends payable by the Fund.

8.	Federal Income Tax Consequences of the Offer

The following discussion describes certain U.S. federal income tax consequences to U.S. Stockholders and Non-U.S. Stockholders (each as defined below and collectively, for purposes of this discussion, “Stockholders”) of the exchange of Shares for cash pursuant to the Offer. This summary deals only with Shares held as capital assets (generally, property held for investment) and does not deal with all tax consequences that may be relevant to Stockholders in light of their particular circumstances or to Stockholders subject to special tax rules (including, without limitation, partnerships or other pass-through entities (and investors therein), regulated investment companies, real estate investment trusts, dealers in securities or currencies, traders in securities that elect to mark their holdings to market, financial institutions, tax-exempt organizations, insurance companies, U.S. expatriates, certain former long-term residents of the U.S., persons liable for alternative minimum tax, persons holding Shares as a part of a hedging, conversion or constructive sale transaction or a straddle, U.S. Stockholders whose functional currency is not the U.S. dollar, persons who acquired their Shares as compensation or pursuant to employee stock options or employee benefit plans or persons who hold or held more than 5% of the Fund’s Shares, actually or constructively, at any time during the five-year period ending on the date of the sale of their Shares pursuant to the Offer). Furthermore, the discussion below is based upon the Code, U.S. Treasury regulations, administrative rulings and pronouncements and judicial decisions, as of the date

hereof, all of which may be repealed, revoked or modified, possibly with retroactive effect, so as to result in U.S. federal income tax consequences different from those discussed below. This summary does not address all aspects of U.S. federal income taxes and does not address any United States tax considerations (e.g., estate or gift tax) other than United States federal income tax considerations, the consequences of any alternative minimum tax, the Medicare contribution tax on net investment income, special tax accounting rules that apply to certain accrual basis taxpayers under Section 451(b) of the Code or any foreign, state, local or other tax considerations that may be relevant to Stockholders in light of their particular circumstances. Stockholders should consult their own tax advisors concerning the U.S. federal income tax consequences of participating in the Offer in light of their particular situations as well as any consequences arising under other U.S. federal laws or the laws of any other taxing jurisdiction.

If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Shares, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partnership or a partner of a partnership holding Shares, you should consult your tax advisors.

As used herein, a “U.S. Stockholder” means a beneficial owner of Shares that is, for U.S. federal income tax purposes, (i) an individual who is a citizen or resident of the U.S., (ii) a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the U.S. or any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source or (iv) a trust if it (x) is subject to the primary supervision of a court within the U.S. and one or more U.S. persons have the authority to control all substantial decisions of the trust or (y) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. A “Non-U.S. Stockholder” is a beneficial owner of Shares that is neither a U.S. Stockholder nor a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes).

Stockholders who do not participate in the Offer will not incur any U.S. federal income tax as a result of the exchange of Shares for cash by other Stockholders pursuant to the Offer.

U.S. Stockholders. An exchange of Shares for cash in the Offer will be a taxable transaction for U.S. federal income tax purposes. As a consequence of the exchange, a tendering U.S. Stockholder will, depending on such U.S. Stockholder’s particular circumstances, be treated either as recognizing gain or loss from the sale or exchange of the Shares or as receiving a distribution from the Fund. Under Section 302(b) of the Code, an exchange of Shares for cash pursuant to the Offer generally will be treated as a sale or exchange for U.S. federal income tax purposes if the exchange: (a) results in a complete termination of the U.S. Stockholder’s interest in the Fund, (b) results in a substantially disproportionate redemption with respect to the U.S. Stockholder or (c) is not essentially equivalent to a dividend with respect to the U.S. Stockholder. In determining whether any of these tests has been met, Shares actually owned, as well as Shares considered to be owned by the U.S. Stockholder by reason of certain constructive ownership rules set forth in Section 318 of the Code, generally must be taken into account.

The sale of Shares pursuant to the Offer will result in a “complete termination” of a U.S. Stockholder’s interest in the Fund if either (i) all Shares actually and constructively owned by the U.S. Stockholder are exchanged for cash pursuant to the Offer (and the U.S. Stockholder does not actually or constructively own any other stock in the Fund) or (ii) all Shares actually owned by the U.S. Stockholder are exchanged for cash pursuant to the Offer (and the U.S. Stockholder does not actually or constructively own any other stock in the Fund) and the U.S. Stockholder is eligible to waive, and effectively waives, the attribution of all stock in the Fund constructively owned by the U.S. Stockholder in accordance with the procedures described in Section 302(c)(2) of the Code.

The sale of Shares pursuant to the Offer generally will result in a “substantially disproportionate” redemption with respect to a U.S. Stockholder if (i) the percentage of the Fund’s then outstanding voting stock actually and constructively owned by the U.S. Stockholder immediately after the sale (treating all Shares purchased by the Fund pursuant to the Offer as not outstanding) is less than 80% of the percentage of the Fund’s then outstanding voting stock actually and constructively owned by the U.S. Stockholder determined immediately before the sale (treating all Shares purchased by the Fund pursuant to the Offer as outstanding), (ii) the percentage of the Fund’s then outstanding Shares actually and constructively owned by the U.S. Stockholder immediately after the sale (treating all Shares purchased by the Fund pursuant to the Offer as not outstanding) is less than 80% of the

percentage of the Fund’s then outstanding Shares actually and constructively owned by the U.S. Stockholder determined immediately before the sale (treating all Shares purchased by the Fund pursuant to the Offer as outstanding) and (iii) immediately following the sale the U.S. Stockholder actually and constructively owns less than 50% of the total combined voting power of all classes of the Fund’s voting stock.

The sale of Shares pursuant to the Offer generally will be treated as “not essentially equivalent to a dividend” with respect to a U.S. Stockholder if it results in a “meaningful reduction” in the U.S. Stockholder’s proportionate interest in the Fund’s stock. Generally, even a small reduction in the percentage ownership interest of a stockholder in a publicly held corporation (such as the Fund) whose relative stock interest is minimal and who exercises no control over the corporation’s business should constitute a meaningful reduction.

Proration may affect whether the sale of Shares pursuant to the Offer will meet any of the three tests under Section 302(b) of the Code described above. Contemporaneous dispositions or acquisitions of Shares by a U.S. Stockholder or related individuals or entities may also be deemed to be part of a single integrated transaction and may be taken into account in determining whether any of the three tests under Section 302(b) of the Code have been satisfied.

If any of the above three tests under Section 302(b) of the Code for sale or exchange treatment is met, a U.S. Stockholder will recognize gain or loss equal to the difference between the price paid by the Fund for the Shares purchased in the Offer and the U.S. Stockholder’s adjusted basis in such Shares. The gain or loss will generally be capital gain or loss. Such capital gain or loss will generally be long-term capital gain or loss if the Shares have been held for more than one year or short-term capital gain or loss if the Shares have been held for one year or less. However, if an individual or other non-corporate U.S. Stockholder has received any “extraordinary dividends” (as described below) on the Shares that are sold, such U.S. Stockholder will be required to treat any loss on the sale as a long-term capital loss to the extent of the extraordinary dividends received that qualified for treatment as qualified dividend income (as described below). The maximum tax rate applicable to capital gains recognized by individuals and other non-corporate taxpayers is (i) the same as the applicable ordinary income rate for short-term capital gains or (ii) 20% for long-term capital gains. The deductibility of capital losses is subject to limitations. Generally, gain or loss must be determined separately for each block of Shares (generally, Shares acquired by a U.S. Stockholder at the same cost in a single transaction) the Fund purchases in the Offer. Any loss realized by a U.S. Stockholder on the sale of Shares pursuant to the Offer will be disallowed to the extent the U.S. Stockholder acquires (including pursuant to the Fund’s dividend reinvestment plan), or enters into a contract or option to acquire, shares that are substantially identical to such Shares within 30 days before or after the sale. In such a case, the basis of the replacement shares will be adjusted to reflect the disallowed loss.

If a U.S. Stockholder’s sale of Shares pursuant to the Offer does not meet any of the above three tests under Section 302(b) of the Code for sale or exchange treatment, amounts received by the U.S. Stockholder pursuant to the Offer will be treated as a distribution with respect to the Shares that are sold and taxable to the U.S. Stockholder as ordinary dividend income to the extent of such U.S. Stockholder’s allocable share of the Fund’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent that amounts received by a U.S. Stockholder pursuant to the Offer exceed such U.S. Stockholder’s allocable share of the Fund’s current and accumulated earnings and profits, the excess will first be treated as a non-taxable return of capital, causing a reduction in the adjusted basis of the Shares that are sold, and any amounts in excess of the adjusted basis will constitute capital gain (as described above). Any remaining adjusted basis in the Shares sold to the Fund by a U.S. Stockholder will be transferred to any remaining Shares held by such U.S. Stockholder. Provided certain holding period requirements and other conditions are satisfied, dividends received by individual and other non-corporate U.S. Stockholders may be treated as “qualified dividend income” that is eligible for preferential tax rates. A dividend received by a corporate U.S. Stockholder may be (i) eligible for a dividends-received deduction (subject to applicable exceptions and limitations) and (ii) subject to the “extraordinary dividend” provisions of Section 1059 of the Code. Generally, an “extraordinary dividend” is a dividend with respect to a Share that is equal to or in excess of 10% of a U.S. Stockholder’s adjusted basis (or fair market value upon the U.S. Stockholder’s election) in such Share. In addition, extraordinary dividends include dividends received within a one year period that, in the aggregate, exceed 20% of the U.S. Stockholder’s adjusted basis (or fair market value upon the U.S. Stockholder’s election) in such Share. Corporate U.S. Stockholders should consult their own tax advisors regarding the U.S. federal income tax consequences of the Offer in relation to their particular facts and circumstances.

Non-U.S. Stockholders. The U.S. federal income taxation of a Non-U.S. Stockholder with respect to an exchange of Shares for cash pursuant to the Offer will depend on the tax characterization of the transaction, determined in the same manner as discussed above for U.S. Stockholders. Generally, if the exchange is treated as a sale or exchange under Section 302(b) of the Code, any gain realized by a Non-U.S. Stockholder will not be subject to U.S. federal income tax unless (i) such gain is effectively connected with a trade or business carried on in the U.S. by such Non-U.S. Stockholder (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. Stockholder) or (ii) the Non-U.S. Stockholder is an individual who is physically present in the U.S. for 183 days or more during the taxable year of the exchange and certain other conditions are met. A Non-U.S. Stockholder described in clause (i) above will generally be subject to U.S. federal income tax on the gain derived from the exchange in the same manner as if the Non-U.S. Stockholder were a U.S. Stockholder. A Non-U.S. Stockholder that is a corporation may be subject to an additional “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) with respect to any effectively connected earnings and profits attributable to such gain (subject to certain adjustments). An individual Non-U.S. Stockholder described in clause (ii) above will generally be subject to U.S. federal income tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on the gain derived from the exchange, which may be offset by certain U.S. source capital losses, even though the Non-U.S. Stockholder is not considered a resident of the U.S.

If, however, a Non-U.S. Stockholder’s exchange of Shares for cash pursuant to the Offer does not satisfy any of the above three tests under Section 302(b) of the Code for sale or exchange treatment, amounts received by such Non-U.S. Stockholder pursuant to the Offer will be treated as a distribution with respect to the Shares that are exchanged. The treatment for U.S. federal income tax purposes of such distribution as a dividend, return of capital, or as gain from the sale of Shares will be determined in the same manner described above for U.S. Stockholders. In general, and subject to the discussion below of effectively connected dividends, any amount that constitutes a dividend for U.S. federal income tax purposes will be subject to U.S. withholding tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty). The tax treatment of a Stockholder’s receipt of cash pursuant to the Offer depends upon facts which may be unique as to each Stockholder. Therefore, because an applicable withholding agent may not be able to determine if a particular Non-U.S. Stockholder qualifies for sale or exchange treatment under Section 302(b) of the Code, such agent may withhold U.S. federal income tax equal to 30% of the gross proceeds payable to such Non-U.S. Stockholder unless the agent determines that a reduced rate of withholding is available pursuant to a tax treaty or that an exemption from withholding is applicable because such gross proceeds are effectively connected with the Non-U.S. Stockholder’s conduct of a trade or business within the U.S. (and, if required by an applicable income tax treaty, are attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. Stockholder). In order to obtain a reduced rate of withholding pursuant to a tax treaty, a Non-U.S. Stockholder must deliver a properly completed and executed IRS Form W-8BEN (for individuals) or Form W-8BEN-E (for entities). In order to obtain an exemption from withholding on the grounds that the gross proceeds paid pursuant to the Offer are effectively connected with the conduct of a trade or business within the U.S. (and, if required by an applicable income tax treaty, are attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. Stockholder), a Non-U.S. Stockholder must deliver a properly completed and executed IRS Form W-8ECI. Any such effectively connected amounts will generally be subject to U.S. federal income tax (and possibly branch profits tax) in the same manner as effectively connected gains as described above. A Non-U.S. Stockholder may be eligible to obtain a refund of all or a portion of any tax withheld if such Non-U.S. Stockholder meets one of the Section 302(b) tests described above or is otherwise able to establish that no tax or a reduced amount of tax is due. Backup withholding generally will not apply to amounts subject to the 30% or a treaty-reduced rate of withholding. Non-U.S. Stockholders are urged to consult their own tax advisors regarding the application of U.S. federal income tax withholding, including eligibility for a withholding tax reduction or exemption, and the refund procedure.

Under Sections 1471 through 1474 of the Code, commonly referred to as “FATCA,” and administrative guidance, a U.S. federal withholding tax of 30% generally will be imposed on dividends that are paid to “foreign financial institutions” and “non-financial foreign entities” (as specifically defined under these rules and whether such institutions or entities hold Shares as beneficial owners or intermediaries), unless specified requirements are met. Because, as discussed above, a withholding agent may treat amounts paid to Non-U.S. Stockholders in the Offer as dividends for U.S. federal income tax purposes, such amounts may also be subject to withholding under FATCA if such requirements are not met. In such case, any withholding under FATCA may be credited against, and therefore reduce, any 30% or treaty-reduced rate of withholding as discussed above.

Backup Withholding. See Section 3 with respect to the application of backup withholding on payments made to Stockholders.

The tax discussion set forth above is included for general information only. Each Stockholder is urged to consult its own tax advisor to determine the particular tax consequences to it of the Offer, including the applicability and effect of state, local and foreign tax laws.

9.	Selected Financial Information

The audited financial statements of the Fund for the twelve-month reporting period ended November 30, 2023 appear in the Fund’s Annual Report to Stockholders for the year ended November 30, 2023. The Annual Report has previously been provided to stockholders of the Fund and is incorporated by reference herein. The unaudited, semi-annual financial statements of the Fund for the period ended May 31, 2023 appear in the Fund’s Semi-Annual Report to Stockholders for the period ended May 31, 2023. The Semi-Annual Report has previously been provided to stockholders of the Fund and is incorporated by reference herein. Copies of the Annual Report and the Semi-Annual Report can be obtained for free at the website of the Securities and Exchange Commission (the “SEC”) (http://www.sec.gov).

10.

Certain Information Concerning the Fund, the Investment Manager and the Subadviser

The Fund is a closed-end, non-diversified management investment company organized as a Maryland corporation. The Shares were first issued to the public on June 24, 2010. As a closed-ended investment company, the Fund differs from an open-end investment company (i.e., a mutual fund) in that it does not redeem its Shares at the election of a Stockholder and does not continuously offer its Shares for sale to the public. The Fund seeks to provide a high level of total return with an emphasis on cash distributions. Under normal market conditions, the Fund invests at least 80% of its net assets plus the amount of any borrowings and assets attributable to any preferred stock that may be outstanding in energy MLPs and energy midstream entities. For purposes of the 80% policy, the Fund considers investments in MLPs to include investments that offer economic exposure to public and private MLPs in the form of MLP equity securities, securities of entities holding primarily general partner or managing member interests in MLPs, securities that are derivatives of interests in MLPs (including I-Shares), exchange-traded funds that primarily hold MLP interests and debt securities of MLPs. For purposes of the 80% policy, the Fund considers investments in midstream entities as direct or indirect investments in those entities that provide midstream services including the gathering, transporting, processing, fractionation, storing, refining, and distribution of oil, natural gas liquids, natural gas and refined petroleum products. In anticipation of large redemptions in connection with the Offer, the Fund may temporarily deviate from its investment strategy of investing at least 80% of its net assets plus the amount of any borrowings and assets attributable to any preferred stock that may be outstanding in energy midstream entities. The principal executive offices and business address of the Fund are located at 620 Eighth Avenue, 47th Floor, New York, NY 10018. The Fund’s business telephone number is (888) 777-0102.

The Investment Manager is a wholly-owned subsidiary of Franklin Resources, Inc. The Investment Manager is a limited liability company organized under the laws of Delaware on April 6, 2006 and an investment adviser registered under the Investment Advisers Act of 1940 (“Advisers Act”). The Investment Manager has served as the investment manager since the commencement of operations. The principal business address of the Investment Manager is 280 Park Avenue, New York, NY 10017. The Fund is sub-advised by the Subadviser, an affiliate of the Investment Manager.

The Fund is subject to the information and reporting requirements of the 1940 Act and in accordance therewith is obligated to file reports and other information with the SEC relating to its business, financial condition and other matters. The Fund has also filed an Offer to Purchase on Schedule TO with the SEC. Such reports and other information should be available for inspection at the public reference room at the SEC’s office, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. The Fund’s filings are also available to the public on the SEC’s internet site (http://www.sec.gov). Copies may be obtained, by mail, upon payment of the SEC’s customary charges, by writing to its Public Reference Section at 100 F Street, N.E., Washington, D.C. 20549.

11.

Interests of Directors, Executive Officers and Associates; Transactions and Arrangements Concerning the Shares

The directors and executive officers of the Fund and the aggregate number and percentage of the Shares each of them beneficially owns as of April 30, 2024 is set forth in the table below. The business address and business telephone number of each of them are in care of the Fund at 620 Eighth Avenue, New York, New York 10018 and 1-888-777-0102, respectively. The aggregate number and percentage of the Shares owned beneficially by Franklin Resources, the Investment Manager and the Subadviser as of April 30, 2024 are set forth in the table below. The principal business address of Franklin Resources is One Franklin Parkway, San Mateo, California 94403. The principal business address of the Investment Manager is 280 Park Avenue, New York, New York 10017. The principal business address of the Subadviser is 620 Eighth Avenue, New York, NY 10018.


Name and Position	Number of Shares Beneficially Owned	Percentage of Shares Beneficially Owned
Non-Interested Directors:
Robert D. Agdern Director and Member of the Audit, Nominating, Compensation, Pricing and Valuation Committees, and Compliance Liaison	None	None
Carol L. Colman Director and Member of the Nominating, Audit and Compensation Committees, and Chair of Pricing and Valuation Committee	1624	*
Daniel P. Cronin Director and Member of the Audit, Compensation, Pricing and Valuation Committees, and Chair of Nominating Committee	None	None
Paolo M. Cucchi Director and Member of the of Audit, Nominating and Pricing and Valuation Committees, and Chair of Compensation Committee	None	None
Eileen A. Kamerick Director and Member of the Lead Independent Director and Member of Nominating, Compensation, Pricing and Valuation and Audit Committees	276	*
Nisha Kumar Director and Member of the Nominating, Compensation and Pricing and Valuation Committees, and Chair of the Audit Committee	None	None

Interested Director:
Jane E. Trust Director, Chairman, Chief Executive Officer and President	None	None

Officers:
Jane E. Trust Director, Chairman, Chief Executive Officer and President	None	None
Christopher Berarducci Treasurer and Principal Financial Officer	None	None
Fred Jensen Chief Compliance Officer	None	None
Marc A. De Oliveira Secretary and Chief Legal Officer	None	None
Thomas C. Mandia Senior Vice President	None	None
Jeanne M. Kelly Senior Vice President	None	None


Name and Position	Number of Shares Beneficially Owned	Percentage of Shares Beneficially Owned
Associates:

Franklin Resources	None	None

Investment Manager	None	None

Subadviser	None	None

*Less than 1%

Neither the Fund nor, to the best of the Fund’s knowledge, any of the Fund’s officers or directors, any person controlling the Fund, or any executive officer or director of any corporation or other person ultimately in control of the Fund, has effected any transaction in Shares, except for dividend reinvestments, during the past 60 days.

As previously announced, the Fund has entered into a standstill agreement with Saba. Under the standstill agreement, the Fund agreed to conduct the Offer, among other matters, and Saba agreed to (1) tender in the Offer all of the Shares of which Saba or certain of its affiliates is the beneficial owner, (2) be bound by certain standstill covenants, (3) generally refrain from purchasing additional shares of the Fund prior to the Termination Date, (4) withdraw any director nominations and all other shareholder proposals it previously submitted and not solicit against, contest, or otherwise oppose any nominations for the Board of Directors and (5) generally seek to cause its Shares to be voted on proposals submitted to stockholders in accordance with the recommendation of the Board of Directors. The standstill agreement has been filed with the SEC and its available to Stockholders through the SEC’s Edgar website.

Neither the Fund nor, to the best of the Fund’s knowledge, any of the Fund’s officers or directors is a party to any other contract, arrangement, understanding or relationship with any other person relating, directly or indirectly to the Offer with respect to any securities of the Fund, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations.

Based upon information provided or available to the Fund, no director, officer or affiliate of the Fund intends to tender Shares pursuant to this Offer.

12.

Certain Legal Matters; Regulatory Approvals

The Fund is not aware of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for the acquisition or ownership of Shares by the Fund as contemplated herein. Should any such approval or other action be required, the Fund currently contemplates that such approval or other action will be sought. The Fund is unable to predict whether it may determine that it is required to delay the acceptance for payment of, or payment for, Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained without substantial conditions or that the failure to obtain any such approval or other action might not result in adverse consequences to the Fund’s business. The Fund’s obligations under the Offer to accept for payment and pay for Shares are subject to certain conditions described in Section 13.

13.

Certain Conditions to the Offer

Notwithstanding any other provision of the Offer, the Fund will not commence the Offer or accept tenders of the Fund’s Shares during any period when (a) such transactions, if consummated, would result in the delisting of the Fund’s Shares from the NYSE; or (b) there is any (i) legal or regulatory action or proceeding instituted or threatened challenging such transaction, (ii) suspension of or limitation on prices for trading securities generally on the NYSE or other national securities exchange(s), including the Nasdaq Stock Market and the NYSE American, or (iii) declaration of a banking moratorium by federal or state authorities or any suspension of payment by banks in

the United States or New York State. The Fund will commence the Offer if it is delayed by the pendency of any of the above described events within 20 days of the termination of such delaying event, as determined by the Fund in its sole discretion.

The foregoing conditions are for the sole benefit of the Fund and may be asserted by the Fund regardless of the circumstances (including any action or inaction by the Fund) giving rise to any such conditions or may be waived by the Fund in whole or in part at any time and from time to time in its sole discretion. The failure by the Fund at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. Any determination by the Fund concerning the events described in this Section shall be final and binding on all parties.

A public announcement shall be made of a material change in, or waiver of, such conditions, and the Offer may, in certain circumstances, be extended in connection with any such change or waiver.

If the Offer is suspended or postponed, the Fund will provide notice to Stockholders of such suspension or postponement.

14.

Fees and Expenses

The Fund will not pay to any broker or dealer, commercial bank, trust company or other person any solicitation fee for any Shares purchased pursuant to the Offer. No such broker, dealer, commercial bank, trust company or other person has been authorized to act as agent of the Fund or the Depositary for purposes of the Offer.

The Fund has retained Computershare Inc. and its wholly owned subsidiary, Computershare Trust Company, N.A. to act as Depositary and Georgeson LLC to act as Information Agent. The Depositary and the Information Agent will receive reasonable and customary compensation for their services and will also be reimbursed for certain out-of-pocket expenses, and will be indemnified against certain liabilities by the Investment Manager or its affiliates.

15.

Miscellaneous

The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. The Fund may, in its sole discretion, take such action as it may deem necessary to make the Offer in any such jurisdiction.

The Fund is not aware of any jurisdiction in which the making of the Offer or the acceptance of Shares in connection therewith would not be in compliance with the laws of such jurisdiction. Consequently, the Offer is currently being made to all holders of Shares. However, the Fund reserves the right to exclude Stockholders in any jurisdiction in which it is asserted that the Offer cannot lawfully be made. So long as the Fund makes a good faith effort to comply with any state law deemed applicable to the Offer, the Fund believes that the exclusion of Stockholders residing in such jurisdiction is permitted under Rule 13e-4(f)(9) promulgated under the Exchange Act.

16.

Contacting the Depositary and the Information Agent

The Letter of Transmittal, certificates for the Shares and any other required documents should be sent by each Stockholder of the Fund or his or her broker-dealer, commercial bank, trust company or other nominee to the Depositary as set forth below.

Exhibit I

The Depositary for the Offer is:

LOGO


		By First Class Mail:		By Registered, Certified, or Express Mail, or Overnight Courier:

		Computershare		Computershare
		c/o Voluntary Corporate Actions		c/o Voluntary Corporate Actions
		PO Box 43011		150 Royall St, Suite V
		Providence, RI 02940-3011		Canton, MA 02021

Any questions or requests for assistance or additional copies of the Offer to Purchase, the Letter of Transmittal, and other documents may be directed to the Information Agent at its telephone number below. Stockholders may also contact their broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

LOGO

1290 Avenue of the Americas, 9^th Floor

New York, NY 10104

Shareholders, Banks and Brokers may call toll free: (866) 920-4923

CLEARBRIDGE MLP AND MIDSTREAM FUND INC.

May 21, 2024

LOGO

CLEARBRIDGE MLP AND MIDSTREAM FUND INC.

Computershare Trust Company, N.A.


		MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6




				C 1234567890 J N T


				Tax ID certification on file: <Certified Y/N>
				TOTAL SHARES 12345678901234

LETTER OF TRANSMITTAL TO TENDER SHARES OF CLEARBRIDGE MLP AND MIDSTREAM FUND INC.

Pursuant to the Offer to Purchase dated May 21, 2024 and this Letter of Transmittal (which together with any amendments or supplements to these documents, collectively constitute the “Offer”), Clearbridge MLP and Midstream Fund Inc. (the “Fund”) has offered to purchase up to 50% of the Fund’s outstanding shares of common stock (the “Shares”). The price to be paid for the Shares is an amount per Share, equal to 100% of the net asset value per Share as determined by the Fund at the close of regular trading session on the New York Stock Exchange on June 20, 2024, or if the Offer is extended, on the next trading day after the day to which the Offer is extended. See Instructions on the reverse side.

I/we, the undersigned, hereby surrender to you for tendering the share(s) identified below. I/we hereby agree to the terms and conditions of the Offer to Purchase dated May 21, 2024 (“Offer to Purchase”). I/we hereby certify and warrant that: (i) I/we have received and read the Offer to Purchase; (ii) I/we have complied with all instructions on the reverse side of this Letter of Transmittal and the requirements of the Offer to Purchase; (iii) I/we have full authority to surrender these shares and give the instructions in this Letter of Transmittal; and (iv) the shares are free and clear of all liens, restrictions, adverse claims and encumbrances.

Please complete the back if you would like to transfer ownership or request special mailing.

Signature: This form must be signed by all of the registered holder(s) exactly as their name(s) appears on the Fund’s share register or by person(s) authorized to sign on behalf of the registered holder(s) by documents transmitted herewith. If this Letter of Transmittal or stock powers are signed by trustees, executors, administrators, guardians, agents, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Fund of their authority to so act, or in lieu of evidence guaranteed by an Eligible Institution. Additionally, if any of the tendered Shares are held of record by two or more joint holders, all such holders must sign this Letter of Transmittal.


Breakdown of your holding here at Computershare:

Total Certificated Shares	Total Book-Entry Share	Total Shares
1234567890123	1234567890123	1234567890123

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Signature: This form must be signed by the registered holder(s) exactly as their name(s) appears on the Fund’s share register or by person(s) authorized to sign on behalf of the registered holder(s) by documents transmitted herewith.



X

	Signature of Stockholder	Date	Daytime Telephone #

X

	Signature of Stockholder	Date	Daytime Telephone #


PLACE AN IN ONE BOX ONLY See instruction number 2 and 3 on the reverse side of this form.
	Tender All			Partial Tender
		or
			WHOLE SHARES FRACTIONS


1 2 3 4 5 6 7 8 9 0 1 2		E X O T P		C E M		C L S

0407HC


	Special Transfer Instruction	Signature Guarantee Medallion		Special Mailing Instruction
	Please see Instruction number 5 below.			Please see Instruction number 5 below.



If you want your shares not accepted for payment and check for cash to be issued in another name, fill in this section with the information for the new account/payee name.		(Title of Officer Signing this Guarantee)	Fill in ONLY if you want your shares not accepted for payment and check for cash to be mailed to someone other than the registered holder or to the registered holder at an address other than that shown on the front of this Letter of Transmittal.





Name (Please Print First, Middle & Last Name)		(Name of Guarantor - Please Print)


			Name (Please Print First, Middle & Last Name)


Address (Number and Street)		(Address of Guarantor Firm)


			Address (Number and Street)


(City, State & Zip Code)		(Affix the medallion stamp below)


			(City, State & Zip Code)


(Tax Identification or Social Security Number)





Signature of Holder(s)			Signature of Holder(s)





Signature of Holder(s)			Signature of Holder(s)

INSTRUCTIONS FOR COMPLETING THE LETTER OF TRANSMITTAL

Sign, date and include your daytime telephone number in this Transmittal form in Box 1. After completing all other applicable sections, return this Letter of Transmittal in the enclosed envelope. The method of delivery of any documents is at the election and risk of the tendering stockholder. If documents are sent by mail, it is recommended that they be sent by registered mail, properly insured, with return receipt requested.

If you are tendering all your shares for cash, please check this box only.

If you are tendering some of your shares for cash, please check the box, indicate the number of shares you wish to tender and receive in cash.

If you want your check for cash to be issued in another name, fill in Box 4. Signature(s) must be medallion guaranteed. A valid tax form must be provided for the new account/payee.

Complete Box 5 only if your check for cash is to be delivered to a person other than the registered holder or to the registered holder at a different address. Signature(s) must be medallion guaranteed.

Stock Transfer Taxes. Except as set forth in this Instruction 6, no stock transfer tax stamps or funds to cover such stamps need accompany this Letter of Transmittal, and the Fund will pay all stock transfer taxes, if any, with respect to the transfer and sale of Shares to it pursuant to the Offer. If, however, payment of the Purchase Price (as defined in the offer to purchase) is to be made to, or (in the circumstances permitted by the Fund’s Offer to Purchase) if Shares not tendered or not purchased are to be registered in the name of any person other than the registered holder, or if tendered shares are registered in the name of any person other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder or such other person) payable on account of the transfer to such person will be deducted from the Purchase Price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted.

Form W-9: Under U.S. Federal income tax law, a stockholder is required to provide Computershare with such stockholder’s correct Taxpayer Identification Number. If your Taxpayer Identification Number is not certified on our records, we have enclosed a Form W-9 for you to complete and return. Failure to provide the information on the form may subject you to backup withholding on any reportable payment. If you are a foreign person seeking to qualify as an exempt recipient for the purposes of backup withholding, you must complete and submit the enclosed Form W-8BEN to Computershare. If a different form applies to your situation within the IRS suite of W-8 forms, refer to the IRS website for instructions on completing and signing such applicable form.

The Information Agent for the Offer is:

The Depositary for the Offer is:

LOGO

Georgeson, LLC

1290 Avenue of the Americas, 9th Floor

New York, NY 10104

Shareholders, Banks and Brokers may

call toll free: (866) 920-4923

By Mail:

Computershare Trust Company, N.A.

c/o Voluntary Corporate Actions

P.O. Box 43011

Providence, RI 02940-3011

LOGO

By Registered, Certified or Express Mail

or Overnight Courier:

c/o Voluntary Corporate Actions

250 Royall Street, Suite V

Canton, MA 02021

Form W-9

(Rev. March 2024)

Department of the Treasury

Internal Revenue Service

Request for Taxpayer

Identification Number and Certification

Go to www.irs.gov/FormW9 for instructions and the latest information.

Give form to the

requester. Do not

send to the IRS.

Before you begin. For guidance related to the purpose of Form W-9, see Purpose of Form, below.

1 Name of entity/individual. An entry is required. (For a sole proprietor or disregarded entity, enter the owner’s name on line 1, and enter the business/disregarded entity’s name on line 2.)

2 Business name/disregarded entity name, if different from above.

3a Check the appropriate box for federal tax classification of the entity/individual whose name is entered on line 1. Check only one of the following seven boxes.

4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3):

Exempt payee code (if any)

Exemption from Foreign Account Tax Compliance Act (FATCA) reporting code (if any)

(Applies to accounts maintained

outside the United States.)

Individual/sole proprietor C corporation S corporation Partnership Trust/estate

LOGO LLC. Enter the tax classification (C = C corporation, S = S corporation, P = Partnership) . . . . LOGO

Note: Check the “LLC” box above and, in the entry space, enter the appropriate code (C, S, or P) for the tax classification of the LLC, unless it is a disregarded entity. A disregarded entity should instead check the appropriate box for the tax classification of its owner.

LOGO Other (see instructions)

3b If on line 3a you checked “Partnership” or “Trust/estate,” or checked “LLC” and entered “P” as its tax classification, and you are providing this form to a partnership, trust, or estate in which you have an ownership interest, check this box if you have any foreign partners, owners, or beneficiaries. See instructions . . . . . . . . .

5 Address (number, street, and apt. or suite no.). See instructions.

Requester’s name and address (optional)

6 City, state, and ZIP code

7 List account number(s) here (optional)

Part I

Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later.

Social security number

–

Employer identification number

Note: If the account is in more than one name, see the instructions for line 1. See also What Name and Number To Give the Requester for guidelines on whose number to enter.

–

Part II

Certification

Under penalties of perjury, I certify that:

1.	The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and

3.	I am a U.S. citizen or other U.S. person (defined below); and

4.	The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and, generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.

Sign Here

Signature of

U.S. person

Date

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9.

What’s New

Line 3a has been modified to clarify how a disregarded entity completes this line. An LLC that is a disregarded entity should check the appropriate box for the tax classification of its owner. Otherwise, it should check the “LLC” box and enter its appropriate tax classification.

New line 3b has been added to this form. A flow-through entity is required to complete this line to indicate that it has direct or indirect foreign partners, owners, or beneficiaries when it provides the Form W-9 to another flow-through entity in which it has an ownership interest. This change is intended to provide a flow-through entity with information regarding the status of its indirect foreign partners, owners, or beneficiaries, so that it can satisfy any applicable reporting requirements. For example, a partnership that has any indirect foreign partners may be required to complete Schedules K-2 and K-3. See the Partnership Instructions for Schedules K-2 and K-3 (Form 1065).

Purpose of Form

An individual or entity (Form W-9 requester) who is required to file an information return with the IRS is giving you this form because they


Cat. No. 10231X		Form W-9 (Rev. 3-2024)


Form W-9 (Rev. 3-2024)		Page 2

must obtain your correct taxpayer identification number (TIN), which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following.

• Form 1099-INT (interest earned or paid).

• Form 1099-DIV (dividends, including those from stocks or mutual funds).

• Form 1099-MISC (various types of income, prizes, awards, or gross proceeds).

• Form 1099-NEC (nonemployee compensation).

• Form 1099-B (stock or mutual fund sales and certain other transactions by brokers).

• Form 1099-S (proceeds from real estate transactions).

• Form 1099-K (merchant card and third-party network transactions).

• Form 1098 (home mortgage interest), 1098-E (student loan interest), and 1098-T (tuition).

• Form 1099-C (canceled debt).

• Form 1099-A (acquisition or abandonment of secured property).

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.

Caution: If you don’t return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later.

By signing the filled-out form, you:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued);

2. Certify that you are not subject to backup withholding; or

3. Claim exemption from backup withholding if you are a U.S. exempt payee; and

4. Certify to your non-foreign status for purposes of withholding under chapter 3 or 4 of the Code (if applicable); and

5. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting is correct. See What Is FATCA Reporting, later, for further information.

Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

• An individual who is a U.S. citizen or U.S. resident alien;

• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States;

• An estate (other than a foreign estate); or

• A domestic trust (as defined in Regulations section 301.7701-7).

Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding. Payments made to foreign persons, including certain distributions, allocations of income, or transfers of sales proceeds, may be subject to withholding under chapter 3 or chapter 4 of the Code (sections 1441–1474). Under those rules, if a Form W-9 or other certification of non-foreign status has not been received, a withholding agent, transferee, or partnership (payor) generally applies presumption rules that may require the payor to withhold applicable tax from the recipient, owner, transferor, or partner (payee). See Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities.

The following persons must provide Form W-9 to the payor for purposes of establishing its non-foreign status.

• In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the disregarded entity.

• In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the grantor trust.

• In the case of a U.S. trust (other than a grantor trust), the U.S. trust and not the beneficiaries of the trust.

See Pub. 515 for more information on providing a Form W-9 or a certification of non-foreign status to avoid withholding.

Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person (under Regulations section 1.1441-1(b)(2)(iv) or other applicable section for chapter 3 or 4 purposes), do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515). If you are a qualified foreign pension fund under Regulations section 1.897(l)-1(d), or a partnership that is wholly owned by qualified foreign pension funds, that is treated as a non-foreign person for purposes of section 1445 withholding, do not use Form W-9. Instead, use Form W-8EXP (or other certification of non-foreign status).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a saving clause. Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items.

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if their stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first Protocol) and is relying on this exception to claim an exemption from tax on their scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.

Backup Withholding

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include, but are not limited to, interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third-party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester;

2. You do not certify your TIN when required (see the instructions for Part II for details);

3. The IRS tells the requester that you furnished an incorrect TIN;

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only); or

5. You do not certify to the requester that you are not subject to backup withholding, as described in item 4 under “By signing the filled-out form” above (for reportable interest and dividend accounts opened after 1983 only).


Form W-9 (Rev. 3-2024)		Page 3

Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information.

See also Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding, earlier.

What Is FATCA Reporting?

The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all U.S. account holders that are specified U.S. persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information.

Updating Your Information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you are no longer tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Line 1

You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.

If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9.

• Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.

Note for ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040 you filed with your application.

• Sole proprietor. Enter your individual name as shown on your Form 1040 on line 1. Enter your business, trade, or “doing business as” (DBA) name on line 2.

• Partnership, C corporation, S corporation, or LLC, other than a disregarded entity. Enter the entity’s name as shown on the entity’s tax return on line 1 and any business, trade, or DBA name on line 2.

• Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. Enter any business, trade, or DBA name on line 2.

• Disregarded entity. In general, a business entity that has a single owner, including an LLC, and is not a corporation, is disregarded as an entity separate from its owner (a disregarded entity). See Regulations section 301.7701-2(c)(2). A disregarded entity should check the appropriate box for the tax classification of its owner. Enter the owner’s name on line 1. The name of the owner entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For

example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner’s name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on line 2. If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.

Line 2

If you have a business name, trade name, DBA name, or disregarded entity name, enter it on line 2.

Line 3a

Check the appropriate box on line 3a for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3a.


IF the entity/individual on line 1 is a(n)...		THEN check the box for...
• Corporation		Corporation.
• Individual or • Sole proprietorship		Individual/sole proprietor.
• LLC classified as a partnership for U.S. federal tax purposes or • LLC that has filed Form 8832 or 2553 electing to be taxed as a corporation		Limited liability company and enter the appropriate tax classification: P = Partnership, C = C corporation, or S = S corporation.
• Partnership		Partnership.
• Trust/estate		Trust/estate.

Line 3b

Check this box if you are a partnership (including an LLC classified as a partnership for U.S. federal tax purposes), trust, or estate that has any foreign partners, owners, or beneficiaries, and you are providing this form to a partnership, trust, or estate, in which you have an ownership interest. You must check the box on line 3b if you receive a Form W-8 (or documentary evidence) from any partner, owner, or beneficiary establishing foreign status or if you receive a Form W-9 from any partner, owner, or beneficiary that has checked the box on line 3b.

Note: A partnership that provides a Form W-9 and checks box 3b may be required to complete Schedules K-2 and K-3 (Form 1065). For more information, see the Partnership Instructions for Schedules K-2 and K-3 (Form 1065).

If you are required to complete line 3b but fail to do so, you may not receive the information necessary to file a correct information return with the IRS or furnish a correct payee statement to your partners or beneficiaries. See, for example, sections 6698, 6722, and 6724 for penalties that may apply.

Line 4 Exemptions

If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you.

Exempt payee code.

• Generally, individuals (including sole proprietors) are not exempt from backup withholding.

• Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends.

• Corporations are not exempt from backup withholding for payments made in settlement of payment card or third-party network transactions.

• Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC.

The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space on line 4.

1 – An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).


Form W-9 (Rev. 3-2024)		Page 4

2 – The United States or any of its agencies or instrumentalities.

3 – A state, the District of Columbia, a U.S. commonwealth or territory, or any of their political subdivisions or instrumentalities.

4 – A foreign government or any of its political subdivisions, agencies, or instrumentalities.

5 – A corporation.

6 – A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or territory.

7 – A futures commission merchant registered with the Commodity Futures Trading Commission.

8 – A real estate investment trust.

9 – An entity registered at all times during the tax year under the Investment Company Act of 1940.

10 – A common trust fund operated by a bank under section 584(a).

11 – A financial institution as defined under section 581.

12 – A middleman known in the investment community as a nominee or custodian.

13 – A trust exempt from tax under section 664 or described in section 4947.

The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.



IF the payment is for...		THEN the payment is exempt for...

• Interest and dividend payments		All exempt payees except for 7.

• Broker transactions		Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.

• Barter exchange transactions and patronage dividends		Exempt payees 1 through 4.

• Payments over $600 required to be reported and direct sales over $5,000¹		Generally, exempt payees 1 through 5.²

• Payments made in settlement of payment card or third-party network transactions		Exempt payees 1 through 4.

¹ See Form 1099-MISC, Miscellaneous Information, and its instructions.

² However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency.

Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) entered on the line for a FATCA exemption code.

A – An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37).

B – The United States or any of its agencies or instrumentalities.

C – A state, the District of Columbia, a U.S. commonwealth or territory, or any of their political subdivisions or instrumentalities.

D – A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i).

E – A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i).

F – A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state.

G – A real estate investment trust.

H – A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940.

I – A common trust fund as defined in section 584(a).

J – A bank as defined in section 581.

K – A broker.

L – A trust exempt from tax under section 664 or described in section 4947(a)(1).

M – A tax-exempt trust under a section 403(b) plan or section 457(g) plan.

Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed.

Line 5

Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, enter “NEW” at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records.

Line 6

Enter your city, state, and ZIP code.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have, and are not eligible to get, an SSN, your TIN is your IRS ITIN. Enter it in the entry space for the Social security number. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN.

If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s SSN (or EIN, if the owner has one). If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get this form by calling 800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/EIN. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or Form SS-4 mailed to you within 15 business days.

If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and enter “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, you will generally have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note: Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon. See also Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding, earlier, for when you may instead be subject to withholding under chapter 3 or 4 of the Code.

Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.


Form W-9 (Rev. 3-2024)		Page 5

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier.

Signature requirements. Complete the certification as indicated in items 1 through 5 below.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983.

You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third-party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester


For this type of account:		Give name and SSN of:

1. Individual		The individual

2. Two or more individuals (joint account) other than an account maintained by an FFI		The actual owner of the account or, if combined funds, the first individual on the account¹

3. Two or more U.S. persons (joint account maintained by an FFI)		Each holder of the account

4. Custodial account of a minor (Uniform Gift to Minors Act)		The minor²

5. a. The usual revocable savings trust (grantor is also trustee)		The grantor-trustee¹

b. So-called trust account that is not a legal or valid trust under state law		The actual owner¹

6. Sole proprietorship or disregarded entity owned by an individual		The owner³

7. Grantor trust filing under Optional Filing Method 1 (see Regulations section 1.671-4(b)(2)(i)(A))**		The grantor*


For this type of account:		Give name and EIN of:

8. Disregarded entity not owned by an individual		The owner

9. A valid trust, estate, or pension trust		Legal entity⁴

10. Corporation or LLC electing corporate status on Form 8832 or Form 2553		The corporation

11. Association, club, religious, charitable, educational, or other tax-exempt organization		The organization

12. Partnership or multi-member LLC		The partnership

13. A broker or registered nominee		The broker or nominee

14. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments		The public entity

15. Grantor trust filing Form 1041 or under the Optional Filing Method 2, requiring Form 1099 (see Regulations section 1.671-4(b)(2)(i)(B))**		The trust

¹ List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

² Circle the minor’s name and furnish the minor’s SSN.

³ You must show your individual name on line 1, and enter your business or DBA name, if any, on line 2. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

⁴ List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

* Note: The grantor must also provide a Form W-9 to the trustee of the trust.

** For more information on optional filing methods for grantor trusts, see the Instructions for Form 1041.

Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records From Identity Theft

Identity theft occurs when someone uses your personal information, such as your name, SSN, or other identifying information, without your permission to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

• Protect your SSN,

• Ensure your employer is protecting your SSN, and

• Be careful when choosing a tax return preparer.

If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity, or a questionable credit report, contact the IRS Identity Theft Hotline at 800-908-4490 or submit Form 14039.

For more information, see Pub. 5027, Identity Theft Information for Taxpayers.


Form W-9 (Rev. 3-2024)		Page 6

Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 877-777-4778 or TTY/TDD 800-829-4059.

Protect yourself from suspicious emails or phishing schemes.

Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 800-366-4484. You can forward suspicious emails to the Federal Trade Commission at spam@uce.gov or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, see www.IdentityTheft.gov and Pub. 5027.

Go to www.irs.gov/IdentityTheft to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and territories for use in administering their laws. The information may also be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payors must generally withhold a percentage of taxable interest, dividends, and certain other payments to a payee who does not give a TIN to the payor. Certain penalties may also apply for providing false or fraudulent information.

Exhibit (a)(1)(iii)

OFFER BY

CLEARBRIDGE MLP AND MIDSTREAM FUND INC.

TO PURCHASE FOR CASH

UP TO 50% OF THE FUND’S OUTSTANDING

SHARES OF COMMON STOCK

AT 100% OF NET ASSET VALUE PER SHARE

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,

NEW YORK CITY TIME, ON JUNE 20, 2024 OR SUCH LATER DATE

TO WHICH THE OFFER IS EXTENDED (“TERMINATION DATE”)

THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING

TENDERED, BUT IS SUBJECT TO OTHER CONDITIONS AS OUTLINED IN THE FUND’S

OFFER TO PURCHASE AND IN THE LETTER OF TRANSMITTAL.

May 21, 2024

To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

We are enclosing herewith the material listed below relating to the offer of ClearBridge MLP and Midstream Fund Inc., a Maryland corporation registered under the Investment Company Act of 1940, as amended, as a closed-end, non-diversified management investment company (the “Fund”), to purchase up to 50% of the Fund’s outstanding shares of common stock (the “Shares”), upon the terms and conditions set forth in its Offer to Purchase dated May 21, 2024 and in the related Letter of Transmittal (which together constitute the “Offer”). The price to be paid for the Shares is an amount per Share, equal to 100% of the net asset value per Share as determined by the Fund at the close of regular trading session on the New York Stock Exchange on June 20, 2024, or if the Offer is extended, on the next trading day after the day to which the Tender Offer is extended.

We are asking you to contact your clients for whom you hold Shares registered in your name (or in the name of your nominee) or who hold Shares registered in their own names. Please bring the Offer to their attention as promptly as possible. No fees or commission will be payable to the Fund in connection with the Offer. However, brokers, dealers or other persons may charge Stockholders a fee for soliciting tenders for Shares pursuant to the Offer. The Fund will also, upon request, reimburse you for reasonable and customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients. The Fund will pay all transfer taxes on its purchase of Shares, subject to Instruction 6, “Stock Transfer Taxes,” of the Letter of Transmittal. However, backup withholding at a 24% rate may be required unless either an exemption is established or the required taxpayer identification number (in the case of U.S. shareholders) and certifications are provided. In addition, in the case of non-U.S. shareholders, 30% (or lower treaty rate) withholding at the source or under the Foreign Account Tax Compliance Act may be required unless an exemption from or reduction of such withholding is established. See Section 3 of the Offer to Purchase.

For your information and for forwarding to your clients, we are enclosing the following documents:

A letter to Stockholders of the Fund from Jane Trust, Chairman, Chief Executive Officer and President of the Fund;

The Offer to Purchase, dated May 21, 2024;

The Letter of Transmittal for your use and to be provided to your clients;

Exhibit (a)(1)(iii)

Form of letter to clients that may be sent to your clients for whose accounts you hold Shares registered in your name (or in the name of your nominee); and

Return envelope addressed to Computershare Inc. and its wholly owned subsidiary, Computershare Trust Company, N.A. (the “Depositary”).

The Offer is not being made to, nor will the Fund accept tenders from, holders of Shares in any state or other jurisdiction in which the Offer would not be in compliance with the securities or Blue Sky laws of such jurisdiction.

None of the Fund, its Board of Directors or the Fund’s investment manager or subadviser makes any recommendation to any Stockholder whether to tender or not to tender any Shares.

Additional copies of the enclosed material may be obtained from the Information Agent at the appropriate address and telephone number set forth in the Fund’s Offer to Purchase. Any questions you have with respect to the Offer should be directed to the Information Agent at its address and telephone numbers set forth in the Offer to Purchase.


Very truly yours,
CLEARBRIDGE MLP AND MIDSTREAM FUND INC.

/s/ Jane Trust
Jane Trust
Chairman, Chief Executive Officer and President

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL MAKE YOU, OR ANY OTHER PERSON, THE AGENT OF THE FUND, THE INFORMATION AGENT, OR THE DEPOSITARY OR AUTHORIZE YOU, OR ANY OTHER PERSON, TO MAKE ANY STATEMENTS OR USE ANY MATERIAL ON THEIR BEHALF WITH RESPECT TO THE OFFER, OTHER THAN THE MATERIAL ENCLOSED HEREWITH AND THE STATEMENTS SPECIFICALLY SET FORTH IN SUCH MATERIAL.

Exhibit (a)(1)(iv)

OFFER BY

CLEARBRIDGE MLP AND MIDSTREAM FUND INC.

TO PURCHASE FOR CASH

UP TO 50% OF THE FUND’S OUTSTANDING SHARES OF

COMMON STOCK

AT 100% OF NET ASSET VALUE PER SHARE

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,

NEW YORK CITY TIME, ON JUNE 20, 2024 OR SUCH LATER DATE

TO WHICH THE OFFER IS EXTENDED (“TERMINATION DATE”)

THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED, BUT IS SUBJECT TO OTHER CONDITIONS AS OUTLINED IN THE OFFER TO PURCHASE AND IN THE LETTER OF TRANSMITTAL.

To Our Clients:

Enclosed for your consideration is the Offer to Purchase, dated May 21, 2024, of ClearBridge MLP and Midstream Fund Inc., a Maryland corporation registered under the Investment Company Act of 1940 as a closed-end, non-diversified management investment company (the “Fund”), and a related Letter of Transmittal (which together constitute the “Offer”), pursuant to which the Fund is offering to purchase up to 50% of the Fund’s outstanding shares of common stock (the “Shares”), upon the terms and conditions set forth in the Offer.

A tender of your Shares can be made only by us as the registered holder and only pursuant to your Instructions. The Offer to Purchase and the Letter of Transmittal are being sent to you for your information only. They cannot be used by you to tender Shares held by us for your account. We are the registered holder of Shares held for your account.

Your attention is called to the following:

1. The purchase price to be paid for the Shares is an amount per Share, equal to 100% of the net asset value per Share as determined by the Fund at the close of regular trading session on the New York Stock Exchange on June 20, 2024, or if the Offer is extended, on the next trading day after the day to which the Tender Offer is extended. The current net asset value of the Fund is calculated daily and may be obtained by calling Georgeson LLC, the Fund’s Information Agent, toll free at (866) 920-4923, or by calling the Fund toll free at (888) 777-0102. The Offer is not conditioned upon any minimum number of Shares being tendered.

2. Upon the terms and subject to the conditions of the Offer, the Fund will purchase all Shares validly tendered on or prior to 5:00 p.m., New York City time, on June 20, 2024, or such later date to which the Offer is extended (the “Termination Date”).

3. No fees or commission will be payable to the Fund in connection with the tender offer. However, tendering Stockholders may be obligated to pay brokerage commissions, or subject to Instruction 6, “Stock Transfer Taxes,” of the Letter of Transmittal, transfer taxes on the purchase of Shares by the Fund pursuant to the Offer.

4. Your instructions to us should be forwarded in ample time before the Termination Date to permit us to submit a tender on your behalf.

If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing and returning to us the instruction form set forth below. An envelope to return your instructions to us is enclosed. If you authorize the tender of your Shares, all such Shares will be tendered unless otherwise specified below. Your instructions to us should be forwarded as promptly as possible in order to permit us to submit a tender on your behalf in accordance with the terms and conditions of the Offer.

Exhibit (a)(1)(iv)

The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with applicable law.

None of the Fund, its Board of Directors or its investment manager or subadviser is making any recommendation to any Stockholder whether to tender or refrain from tendering Shares in the Offer. Each Stockholder is urged to read and evaluate the Offer and accompanying materials carefully.

INSTRUCTIONS

The undersigned acknowledge(s) receipt of your letter, and the enclosed Offer, dated May 21, 2024 relating to ClearBridge MLP and Midstream Fund Inc. (the “Fund”) to purchase up to 50% of the Fund’s outstanding shares of Common Stock, par value $0.001 per share (the “Shares”).

The undersigned instructs us to tender to the Fund the number of Shares indicated below (which are held by us for the account of the undersigned), upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal that we have furnished to the undersigned.

AGGREGATE NUMBER OF SHARES TO BE TENDERED:

☐ All Shares held for the undersigned;

☐ _________ Shares (Enter number of Shares to be tendered).

PLEASE SIGN HERE

Dated: _________, 20

Area Code and Telephone

Number:


Employer Identification or Social Security Number:
Employer Identification or Social Security Number:

Exhibit (a)(1)(v)

CLEARBRIDGE MLP AND MIDSTREAM FUND INC.

620 EIGHTH AVENUE, 47^th FLOOR

NEW YORK, NEW YORK 10018

DEAR STOCKHOLDER:

At a meeting held on December 20 2023, the Board of Directors of ClearBridge MLP and Midstream Fund Inc. (the “Fund”) approved a tender offer to purchase up to 50% of the Fund’s outstanding shares of common stock. The offer is for cash at a price equal to 100% of the Fund’s net asset value (“NAV”) as of the close of regular trading session on the New York Stock Exchange (“NYSE”) on June 20, 2024, or if the Offer is extended, on the next trading day after the day to which the Offer is extended, upon the terms and conditions set forth in the enclosed Offer to Purchase and related Letter of Transmittal (which together constitute the “Offer”).

The Offer is intended to provide tendering Stockholders with a benefit to the extent that the tender price is above the trading price of the Fund’s shares of common stock. The deadline for participating in the Offer is 5:00 p.m., New York City time, June 20, 2024, or such later date to which the Offer is extended (the “Termination Date”). The pricing date for the Offer is the close of regular trading on the NYSE on June 20, 2024, unless the Offer is extended (the “Pricing Date”). Should the Offer be extended, the Pricing Date will be the close of regular trading on the NYSE on the next trading day after the Termination Date. Stockholders who choose to participate in the Offer can expect to receive payment for shares tendered and accepted promptly after the Termination Date of the Offer.

If, after carefully evaluating all information set forth in the Offer, you wish to tender shares pursuant to the Offer, please either follow the instructions contained in the Offer or, if your shares are held of record in the name of a broker, dealer, commercial bank, trust company or other nominee, contact such firm to effect the tender for you. Stockholders are urged to consult their own investment and tax advisors and make their own decisions whether to tender any shares.

As of April 30, 2024, the Fund’s NAV was $48.87 per share and 13,294,195 shares were issued and outstanding. The Fund’s NAV during the pendency of this Offer may be obtained by contacting Georgeson LLC, the Fund’s Information Agent, toll free at (866) 920-4923.

None of the Fund, its Board of Directors (the “Board”) or its investment manager or subadviser is making any recommendation to any Stockholder whether to tender or refrain from tendering shares in the Offer. The Fund and the Board urge each Stockholder to read and evaluate the Offer and related materials carefully and make his or her own decision.

Questions, requests for assistance and requests for additional copies of this Offer and related materials should be directed to Georgeson LLC, the Fund’s Information Agent, toll free at (866) 920-4923.

Sincerely,

/s/ Jane Trust

Jane Trust

Chairman, Chief Executive Officer and President

CLEARBRIDGE MLP AND MIDSTREAM FUND INC.

May 21, 2024

Exhibit I

Calculation of Filing Fee Tables

Schedule TO

(Form Type)

ClearBridge MLP and Midstream Fund Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Transaction Valuation



	Transaction Valuation	Fee rate	Amount of Filing Fee

Fees to Be Paid	$324,813,627	0.0001476	$47,942.49

Fees Previously Paid	$0.00		$0.00

Total Transaction Valuation	$324,813,627

Total Fees Due for Filing			$47,942.49

Total Fees Previously Paid			$0.00

Total Fee Offsets			$0.00

Net Fee Due			$47,942.49

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