SecProbe.io

CORRESP
1
filename1.htm

      October 26, 2023

      United States Securities and Exchange Commission

      Division of Investment Management

      100 F Street, N.E.

      Washington, D.C. 20549

      Attn: John F. Kernan

      Re: Tortoise Energy Infrastructure Corp (TYG)(File No. 811-21462), Tortoise Midstream Energy Fund, Inc. (NTG)(File No. 811-22409), Tortoise Pipeline & Energy Fund, Inc. (TTP)(File No.
        811-22585), Tortoise Energy Independence Fund, Inc. (NDP)(File No. 811- 22690), Tortoise Power & Energy Infrastructure Fund Inc. (TPZ)(File No. 811-22106) and Ecofin Sustainable & Social Impact Term Fund (TEAF)(File No.
        811-23248)(collectively, the “Funds”)

      Dear Mr. Kernan:

      This letter summarizes the comments provided by the staff of the Securities and Exchange Commission (the “Commission”) by telephone on September 28, 2023, as we understand them, regarding the staff’s Sarbanes Oxley Act review of the annual
        reports to shareholders on Form N-CSR for the Funds for the period ended November 30, 2022. Responses to all the comments are included below:

      Comment #1:

      Please enhance tax accounting policy disclosure in the notes to financial statements to clarify how the Funds account for the deferred income tax effects of accelerated depreciation allowances on MLP distributions
        received and the subsequent income recapture which will occur on an MLP investment disposal and to alert shareholders that income recapture will create future ordinary income tax liabilities for the fund and/or its shareholders even if the
        disposals are made at a loss.

      Response:

      Tortoise Energy Infrastructure Corp (TYG) and Tortoise Midstream Energy Fund, Inc. (NTG) (individually a “Fund” or collectively referred to herein as the “Funds”) confirm they will enhance their tax accounting policy in the notes to the
        financial statements to discuss in more detail the impact of the conversion, which includes the impact on deferred taxes due to the potential application of the built-in gains tax on the disposition of investments with built-in gain during the five
        years following the respective RIC elections.

      Tortoise Pipeline & Energy Fund, Inc. (TTP), Tortoise Energy Independence Fund, Inc. (NDP), Tortoise Power and Energy Infrastructure Fund, Inc. (TPZ), and Ecofin Sustainable and Social Impact Term Fund (TEAF) (individually a “Fund”) have
        elected to be treated from formation and intend to qualify each year, as “regulated investment companies” (“RICs”) under subchapter M of the Internal Revenue Code of 1986 and as such will generally not be subject to U.S. federal income tax on
        income and gains that they distribute each year to stockholders if certain minimum distribution requirements are met. Accordingly, no provision for federal income taxes is required in the financial statements. TTP, NDP, TPZ, and TEAF will enhance
        their tax accounting policy disclosure in the notes to the financial statements to include the impact of ordinary gain recognition on the character of distributions to shareholders.

      The enhanced tax accounting policy disclosures are provided in Exhibit A to this letter in the form currently contemplated. With respect to TYG and NTG, such disclosures assume completion of the conversion as intended. All proposed disclosures
        are subject to changes in facts and circumstances that arise prior to the fiscal year end as well as changes in regulatory or tax guidance. The disclosures provided in Exhibit A, for all Funds, are intended to show the enhanced language and are not
        intended to represent the complete tax footnote (Footnote 5) that will be included in the Form N-CSR for the period ending November 30, 2023.

      Comment #2:

      (TYG and NTG only) Please explain the basis for the Funds’ accounting for the impact of not proceeding with the election to be taxed as a RIC and continuing to be taxed as a C corporation
          for the fiscal year ended November 30, 2022, in previously issued financial statements for the fiscal year ended November 30, 2022, and the semiannual report for the six-month period ended May 31, 2023. In your response, please address why
          accounting for this transaction as a restatement pursuant to ASC 250 is not deemed appropriate and what specific facts did not exist at the balance sheet date for the year ended November 30, 2022, to support current period accounting during the
          six-month period ended May 31, 2023. Staff notes that both RIC tax conversion options were available to the Funds to select and the tax impact of the deemed sales election was also known so in hindsight is the initial decision to proceed with the
          deemed sales election RIC conversion option for fiscal year 2022 followed by the decision to stay a C Corp and then to proceed to convert to a RIC in fiscal year 2023 a change in accounting policy or an error.

      Response:

      In connection with the anticipated conversions from taxable C corporations to RICs, TYG and NTG determined that they had completed all significant actions necessary to qualify as RICs as of November 30, 2021, and, therefore, recognized the tax
        effects of the C corporation conversions to RICs as of November 30, 2021, and made deemed sale elections pursuant to U.S. Tax code section 337(d)(1) and Treasury Regulation section 1.337(d)-7 (Deemed Sale or Deemed Sale Election) as of November 30,
        2021 (Deemed Sale Date). The Funds’ intention to qualify as RICs for fiscal year ended November 30, 2022, required them to satisfy gross income and asset diversification tests as outlined in Internal Revenue Code section 851(b). As of November 30,
        2022, the balance sheet date, the Funds met the requirements to become a RIC and were eligible to formally make a RIC election with the filing of the Funds’ fiscal year 2022 tax returns and had the intention to do so.

      On February 9, 2023 (fiscal year 2023), management, in consultation with the Funds’ Board of Directors, changed the Funds intention with respect to the Funds’ conversions to RICs and determined to remain C corporations for the tax year ended
        November 30, 2022. This change of intention was based on management’s and the Board of Directors’ evaluation of several key factors including new information and circumstances with respect to the impacts of the Deemed Sale Election to shareholders
        and the overall portfolio, as well as the long-term position of the Funds. This change of intention nullified the Deemed Sale Election previously made, as the election under Treasury Regulation section 1.337(d)-7 is only applicable when the
        conversion is fully consummated with the formal conversion election on the next year’s tax return filing. As a result, the Funds derecognized the uncertain tax position reserves, interest and penalties that had previously been recorded related to
        the Deemed Sale in February 2023, following the guidance provided in ASC 740-10-25-8, ASC 740-10-25-15, ASC 740-10-35-2, and ASC 740-10-40-2, as well as published interpretive guidance1 of the Big 4 accounting firms.

       1 PWC Income Taxes Guide, Chapter 6.3.2; PWC Financial Statement Presentation, Chapter 30.5; KPMG Accounting Changes and Error Corrections, Chapter 3.4; KPMG Accounting for Income Taxes Chapter 10.096; EY
        Financial Reporting Developments, Accounting Changes and Error Corrections, Chapter 6.1.1

      ASC 740-10-25-8

      …Accordingly, a change in facts after the reporting date but before the financial statements are issued or are available to be issued (as discussed in Section 855-10-25) shall be
          recognized in the period in which the change in facts occurs.

      740-10-25-15

      A change in judgment that results in subsequent recognition, derecognition, or change in measurement of a tax position taken in a prior annual period (including any related interest and penalties)
        shall be recognized as a discrete item in the period in which the change occurs.

      740-10-35-2

      Subsequent measurement of a tax position meeting the recognition requirements of paragraph 740-10-25-6 shall be based on management's best judgment given the facts, circumstances,
        and information available at the reporting date. Paragraph 740-10-30-7 explains that the reporting date is the date of the entity's most recent statement of financial position. A tax position need not be legally extinguished, and its resolution need not be certain to subsequently measure the position. Subsequent changes in judgment that lead to changes in measurement shall result from the evaluation of new information and not from a new evaluation or new
          interpretation by management of information that was available in a previous financial reporting period.

      740-10-40-2

      An entity shall derecognize a previously recognized tax position in the first period in which it is no longer more likely than not that the tax position would be sustained upon examination.

      …Derecognition shall be based on management's best judgment given the facts, circumstances, and information available at the reporting date. Paragraph 740-10-30-7 explains that the
          reporting date is the date of the entity's most recent statement of financial position. Subsequent changes in judgment that lead to derecognition shall result from
          the evaluation of  new information and not from a new evaluation or new interpretation by management of information that was available in a previous financial reporting period.

      Under ASC 740, subsequent recognition, derecognition, and measurement of tax positions should be based on management’s best judgment, given the facts, information and circumstances that exist as of the balance sheet date. ASC 740 does not permit
        a tax position to be recognized, derecognized, or remeasured due to changes after the balance sheet date, but before the issuance of the financial statements. Rather, these changes are recorded in the period in which the change in judgment occurs.

      Furthermore, ASC 250 provides guidance on how to determine whether a change in accounting estimate or an error in previously issued financial statements has occurred. The ASC Master Glossary defines a change in accounting estimate and an error
        in previously issued financial statements, respectively, as noted below:

      “A change that has the effect of adjusting the carrying amount of an existing asset or liability or altering the subsequent accounting for existing or future assets or liabilities. A change in
        accounting estimate is a necessary consequence of the assessment, in conjunction with the periodic presentation of financial statements, of the present status and expected future benefits and obligations associated with assets and liabilities.
        Changes in accounting estimates result from new information.”

      “An error in recognition, measurement, presentation, or disclosure in financial statements resulting from mathematical mistakes, mistakes in the application of generally accepted accounting
        principles (GAAP), or oversight or misuse of facts that existed at the time the financial statements were prepared. A change from an accounting principle that is not generally accepted to one that is generally accepted is a correction of an error.”

      As previously noted, the Funds’ determination to not convert to RICs for the fiscal year 2022 was made subsequent to November 30, 2022, but prior to the date the Funds’ financial statements were filed, February 22, 2023. Therefore, there was not
        an error in the fiscal year 2022 financial statements to evaluate under ASC 250 as the Funds’ financial statements had not yet been issued. To determine the accounting impact of the subsequent event the guidance in ASC 740 and ASC 855 must be
        considered. The result of the application of the guidance in ASC 740, as noted above, is consistent with the non-recognized subsequent event guidance in ASC 855-10-25-3, which indicates that an entity shall not recognize subsequent events that
        provide evidence about conditions that did not exist at the date of the balance sheet but arose after the balance sheet date but before the financial statements are issued.

      As discussed above, management and the Board of Directors’ changed the Funds’ intention in February 2023 based on the evaluation of new information with respect to the impacts of the Deemed Sale Election to shareholders and the overall
        portfolio, as well as the long-term position of the Funds. This represents a change in estimate that should be recognized in the period in which the change in facts occurs (i.e., fiscal year 2023).

      Comment #3:

      (TYG and NTG only) The staff notes that changes in uncertain tax positions for the six-month period ended May 31, 2023, reduced the Funds' tax liabilities in the amount of $24.5 million and $10.5 million for TYG and
        NTG, respectively. Please provide details of the objective verifiable evidence that renders it more likely than not that the Funds and its shareholders will not be subject to future payment of ordinary income taxes in excess of NOLs on amounts
        previously distributed to shareholders as returns of capital through MLP distributions as a result of the future recapture of income. Please acknowledge that the Funds were provided with objective verifiable information by MLPs detailing amounts of
        open section 751 income recapture that supported the Funds tax liability accruals for fiscal years 2021 and 2022. In light of the derecognition of these liabilities, explain how the Funds inform their shareholders that they will more likely than
        not be exposed to future income tax liabilities on a significant portion of income recapture recognized and subsequently derecognized by the Funds.

      Response:

      TYG and NTG derecognized the uncertain tax positions associated with the deemed sale election in the semi-annual period ended May 31, 2023. The change of intention made by management, in consultation with the Funds’ Board of Directors, with
        respect to the Funds’ conversions to RICs, which occurred in February 2023, resulted in the nullification of the deemed sale election thus triggering the derecognition of the uncertain tax positions associated with the Deemed Sale Election, as the
        more likely than not threshold was no longer met pursuant to ASC 740-10-40-2. The nullification unwound the Deemed Sale of the portfolio and the corresponding recognition of gain, both ordinary and capital, as the conversion was never consummated
        due to the change of intention. Additionally, TYG and NTG each recognized current tax liabilities concurrently with the derecognition of the uncertain tax positions, which represented the additional taxes each Fund expected to owe by remaining a C
        corporation for the fiscal year ended November 30, 2022, and the associated impact of the nullified deemed sale election. Furthermore, the Funds have completed the amended tax return filings for the fiscal year ended November 30, 2021, to reflect
        the nullified deemed sale, and C corporation tax return filings for the fiscal year ended November 30, 2022, as of September 15, 2023, which reflect amounts owed consistent with the amounts recognized in February 2023.

      A portion of any gain upon sale of a partnership interest may be recharacterized as ordinary income rather than capital gain due to IRC section 751, which stipulates that to the extent a partner has benefitted from certain ordinary deduction
        items in the annual income and loss items allocated on Forms K-1, it must recapture those deductions at ordinary tax rates before any capital gain is calculat