0001145549-23-009674.txt : 20230224 0001145549-23-009674.hdr.sgml : 20230224 20230224115409 ACCESSION NUMBER: 0001145549-23-009674 CONFORMED SUBMISSION TYPE: NT N-CEN PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20221130 FILED AS OF DATE: 20230224 DATE AS OF CHANGE: 20230224 EFFECTIVENESS DATE: 20230224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tortoise Midstream Energy Fund, Inc. CENTRAL INDEX KEY: 0001490286 IRS NUMBER: 000000000 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: NT N-CEN SEC ACT: 1940 Act SEC FILE NUMBER: 811-22409 FILM NUMBER: 23664714 BUSINESS ADDRESS: STREET 1: 6363 COLLEGE BOULEVARD STREET 2: SUITE 100A CITY: LEAWOOD STATE: KS ZIP: 66211 BUSINESS PHONE: 913-981-1020 MAIL ADDRESS: STREET 1: 6363 COLLEGE BOULEVARD STREET 2: SUITE 100A CITY: LEAWOOD STATE: KS ZIP: 66211 FORMER COMPANY: FORMER CONFORMED NAME: TORTOISE MLP FUND, INC. DATE OF NAME CHANGE: 20100621 FORMER COMPANY: FORMER CONFORMED NAME: TORTOISE MLP CORP. DATE OF NAME CHANGE: 20100423 N-CEN 1 primary_doc.xml X0404 N-CEN LIVE 0001490286 XXXXXXXX false false false N-2 Tortoise Midstream Energy Fund, Inc. 811-22409 0001490286 549300YD59DIX0JIF033 6363 College Boulevard Suite 100A Overland Park 66211 US-KS US 9139811020 U.S. Bancorp Fund Services LLC 615 E. Michigan St. Milwaukee 53202 4142873700 Transfer agency fund accounting and fund administration data U.S. Bank National Association 1555 N. Rivercenter Drive Suite 302 Milwaukee 53212 18336121912 Custody data Tortoise Capital Advisors LLC 6363 College Boulevard Suite 100A Overland Park 66211 18558223863 Adviser data N N N-2 Y H. Kevin Birzer 001410255 Y Alexandra Herger N/A N Jennifer Paquette N/A N Rand C. Berney N/A N Conrad S. Ciccotello N/A N Diane M. Bono N/A 6363 College Boulevard Suite 100A Overland Park 66211 XXXXXX N N N N N N N Quasar Distributors LLC 8-52323 000103848 N/A N N Ernst & Young LLP 00042 N/A N Y N N N N N Tortoise Midstream Energy Fund, Inc. 549300YD59DIX0JIF033 N N/A Y N Y N N/A N/A N/A Rule 12d1-1 (17 CFR 270.12d1-1) Rule 32a-4 (17 CFR 270.32a-4) N N N N Tortoise Capital Advisors LLC 801-61622 000123711 2549002CGOZK5RQVXG26 N Computershare Inc. 84-5849 254900Y7PP3ZED9AUY94 N N N Interncontinental Exchange Inc. 5493000F4ZO33MV32P92 N U.S. Bancorp Fund Services LLC N1GZ7BBF3NP8GI976H15 N N US Bank National Association 6BYL5QZYBDK8S7L73M02 N N Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) N Computershare Inc. 254900Y7PP3ZED9AUY94 N N N U.S. Bancorp Fund Services, LLC N1GZ7BBF3NP8GI976H15 N/A N N U.S. Bancorp Fund Services LLC N1GZ7BBF3NP8GI976H15 N/A N N N Montage Securities LLC 8-68627 000285411 N/A 0.000000000000 Montage Securities, LLC 8-68627 000285411 N/A 0.000000000000 GOLDMAN SACHS & CO. LLC 8-00129 000000361 FOR8UP27PHTHYVLBNG30 19266.000000000000 INSTINET LLC 8-23669 000007897 549300MGMN3RKMU8FT57 16274.000000000000 EVERCORE GROUP LLC 8-49830 000042405 5493008F0LRLS5N8LZ81 14569.000000000000 UBS SECURITIES LLC 8-22651 000007654 T6FIZBDPKLYJKFCRVK44 11843.000000000000 PIPER JAFFRAY & CO. 8-15204 000000665 549300GRQCWQ3XGH0H10 10240.000000000000 USCA SECURITIES LLC 8-52285 000103789 254900GBMSP1Y45THR66 9008.000000000000 COWEN EXECUTION SERVICES LLC 8-46838 000035693 5493005RJDJD18OPUP27 3304.000000000000 BARCLAYS CAPITAL INC. 8-41342 000019714 AC28XWWI3WIBK2824319 2678.000000000000 CITIGROUP GLOBAL MARKETS INC. 8-08177 000007059 MBNUM2BPBDO7JBLYG310 2390.000000000000 J.P. MORGAN SECURITIES LLC 8-35008 000000079 ZBUT11V806EZRVTWT807 2237.000000000000 98094.000000000000 CITIGROUP GLOBAL MARKETS INC. 8-08177 000007059 MBNUM2BPBDO7JBLYG310 1369095.000000000000 MERRILL LYNCH PIERCE FENNER & SMITH INCORPORATED 8-07221 000007691 8NAV47T0Y26Q87Y0QP81 803068.000000000000 BARCLAYS CAPITAL INC. 8-41342 000019714 AC28XWWI3WIBK2824319 409512.000000000000 113436092.000000000000 N 229873791.000000000000 Common stock Common Stock N N Common stock N N N 0.950000000000 1.540000000000 37.690000000000 44.210000000000 true INTERNAL CONTROL RPT 2 ntg-ey2022.htm INTERNAL CONTROL REPORT

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of
Tortoise Midstream Energy Fund, Inc.
 
In planning and performing our audit of the financial statements of Tortoise Midstream Energy Fund, Inc. (the Fund) as of and for the year ended November 30, 2022, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), we considered the Fund’s internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-CEN, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
 
The management of the Fund is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a company’s assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Fund’s annual or interim financial statements will not be prevented or detected on a timely basis.
 
Our consideration of the Fund’s internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control that might be material weaknesses under standards established by the PCAOB. However, we noted the following deficiency involving internal controls over financial reporting that we consider to be a material weakness as defined above. This deficiency was considered in determining the nature, timing and extent of the procedures to be performed in our audit of the financial statements of the Fund for the year ended November 30, 2022, and this report does not affect our report on the financial statements of the Fund dated February 22, 2023.
 
The Fund’s internal controls over financial reporting were not effective as of November 30, 2022, due to a material weakness in the design of controls related to accounting for income taxes with respect to the Fund’s anticipated conversion from a Corporation to a Regulated Investment Company for federal income tax purposes.
 
This report is intended solely for the information and use of management and the Board of Directors of Tortoise Midstream Energy Fund, Inc. and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.


/s/ Ernst & Young LLP

Minneapolis, Minnesota
February 22, 2023
 INTERNAL CONTROL RPT 3 ncen-2022explanation.htm EXPLANATION OF INTERNAL CONTROL REPORT

ATTACHMENT G.1.a.iii.2 (assuming that the EY report is Attachment G.1.a.iii.1) 
 
Ernst & Young LLP’s internal control report, which is filed as an exhibit to the registrant’s Form N-CEN for the fiscal year ended November 30, 2022, discusses a material weakness in the registrant’s internal control over financial reporting. During the period covered by the report, the registrant’s internal control regarding management’s review of the income tax accounting, including tax positions taken, for the registrant’s anticipated conversion from a Corporation to a Regulated Investment Company, was not adequately designed. The registrant has enhanced the design of its controls and procedures related to the accounting for income taxes including the enhancement of analysis and review of income tax accounting related to non-routine transactions.