SEC charges EisnerAmper LLP with improper professional conduct

UNITED ST ATES OF AMERI CA Before th e SECURITI ES AND EXCHANGE CO MMISSION SECURITI ES EXCHANGE ACT OF 1934 Release No. 104936 / M arch 6, 2026 ACCOUNTING AND AUDITING E NFORCEMENT Release No. 4587 / March 6, 2026 ADMINISTRATI VE PROCEEDI NG File No. 3-22610 In th e Mat ter o f EISNERAMPER LLP, Respo ndent. ORDER INST ITUTING PUBLI C ADMINISTRATI VE AND CEASE - AND - DESIST PROCEEDINGS PURSUANT TO SECTIONS 4C AND 21C OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 102(e) OF THE COMMISSIO N’S RULES O F PRACTICE, MAKI NG FINDING S, AND IMPOSING RE MEDIAL SANCTIONS AND A CEAS E - AND - DESIST ORDER I. The Securities and Exchange Commission (“Commission”) deems it appropriate that publi c admini strati ve and cease - and -desist proceed ings be, and hereby are, instituted against EisnerA mper LLP (“Eis nerAmper ” or “ R espondent”) pursuant to Sections 4C 1 and 21C of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 102(e)(1)(ii) and 102(e)(1)(iii) of the Commission’s Rules of Practic e. 2 1 Secti on 4C provi des, i n releva nt part, that: The Commi ssion m ay censu re a ny pers on . . . i f tha t person i s found .. . (1) not to posse ss the requisi te quali ficat ions t o repr esent others; (2) to be lacki ng i n charact er or i nteg rity, o r to have engaged i n unet hical or impro per pr ofessi onal con duct; or (3) to have will fully viol ated, or willful ly aided and a betted t he vi olati on of, an y provi sion o f the securi ties laws or the rule s and regulati ons is sued the reunder. 2 Rule 102(e)(1)(i i) pro vides, in relevant part, that: The Commi ssion m ay censure a person . . . w ho is found .. . t o have e ngaged i n unethi cal or imprope r profes sional conduct.

2 II. In anticipation of the institution of these proceedings, Respondent has submitted an Offer of Settleme nt (the “ Offer”) wh ich the Commissio n has dete rmined to ac cept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission, or to which the Commission is a party, and without admitting or denying the findings herein, except as to the Commission’s jurisdiction over it and the s ubject m atter of t hese proceedings, which are admitted, Respondent consents to the entry of this Order I nstituting Public Administr ative an d Cease - And -Desist Proceedings Pursuant to Sections 4C and 21C of the Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions and a Ce ase - And - Des is t Order (“Order”), as set forth below. III. On the basis of this Order and Respondent’s Offer, the Commission finds 3 that: A. SUMMARY 1. These procee dings arise from EisnerAmper’s aud it of the 2020 f inancia l stateme nts for the I nfinity Q Dive rsif ied Alpha F und (the “ Mut ual Fund”) (referenced her ei n as the “2020 Audit”). The 2020 Audit shou ld have be en perfor med in accordance with the Public Company Accounting Ove rsight Board (“ PC AOB ”) audit ing standards. 2. Instead, d ur ing the 2020 Audit, EisnerAmper did n ot: (1) obt ain a n un derstan ding of the internal controls aroun d the valuat ion proce ss that was s ufficien t to asse ss and respon d to t he risk of mater ial missta tem ents; (2) obtai n sufficie nt a ppropriate e vidence when it perform ed valuation test ing tha t wa s not in accordance with applicable auditing standar ds a nd EisnerAmper’s audit plan; an d (3) exercise sufficient due p rofessional care or profe ssional sk epticism in perfor ming the work. Th is conduc t c onstituted improper pr ofessio nal conduct withi n the meanin g of Section 4C of the E xchange Ac t and R ule 102(e) of the Commission’s Rules of Practice. 3. A s a re sult of th is conduc t, Eis nerAmper als o viola t ed Rule 2 - 02(b)(1) of Reg ulati on S-X because it represen ted in the a udi t repor t, wh ic h was f iled w ith the Co mmis sion, that the 2020 Audit was in compliance w ith PCAO B standards. Rule 102(e)(1)(i ii) provide s, in relevant part, that: The Commi ssion m ay censure a person . . . w ho is found. . . to ha ve willf ully vio lated, or willfully aided and abett ed the violat ion of an y provi sion o f the F edera l secur ities laws or the rul es and regulati ons ther eunde r. 3 The findi ngs here in ar e made pursua nt to Re sponde nt’s Off er of S ettl ement an d are n ot bin ding on any other pe rson or entit y in thi s or any other proceedi ng.

3 B. RESPONDENT 4. Eisn erAmp er, a limited liability partnership, is an accounting firm that has been registered with t he PCAOB si nce September 29, 20 03. In th e Uni ted S tat es, E isner Amp er has 146 partn ers acro ss 26 offi ces. Eisne rAmper served as t he auditor to the Mutual Fund for its fiscal years ending August 31, 2018, 2019, and 2020. C. OTHER R ELEV AN T ENTIT IES 5. Infin ity Q Capital Management (“Infinit y Q”) is regi stered with the Commission as an investment adviser and is headquartered in New York, New York. Infinity Q was organized as a Delaware limited liability c ompany in 2014. I nfinity Q served as the investment adviser to, among others, the Mutual Fund and the Infinity Q Volatility Alpha Fund, L.P. (the “Private Fund” and, together with the Mutual Fund, the “Infinity Q Funds”). On June 16, 2023, the Commission filed a settled action against Infinity Q for ma teria lly and fa lsely inflating the net asset valu es of the Infinity Q Funds via an overvaluation scheme conducted by James Ve lissaris, its former c hief i nvestment o fficer. SEC v. Infinity Q Capital Management, LLC, 23 Civ. 5081 (S.D.N.Y.). 6. The Mutual Fund is a series of Trust for Advised Portfolios (“TAP”) and was advised by Infi nity Q. On F ebruary 22, 2021, Infinity Q and the Mutual Fund’s board fil ed with the Commission an application f or an order pu rsuant to S ection 22(e)(3) of the Investm ent Company Act of 1940 (“Investme nt Company Act”) to suspend r edemptions in t he Mutual Fund, which the Commissio n approved th e same day. Inv estment Company A ct Rel. No. 3 4198 (Feb. 22, 2021). Durin g the per iod that EisnerAmper se rved as auditor t o the Mut ual Fund, the M utual Fund made filin gs with th e Commission, includi ng on Forms N - CSR, which atta ched audit reports prepar ed b y Eisn erA mper. 7. James R. Veliss aris (“Velissaris”), age 41, was the founde r an d c hief i nvest ment o fficer of Infinity Q and exercise d control ove r Infinity Q. On February 17, 2022, t he Commission charged Velissa ris with vi olating antifraud an d other pro visions of th e federal s ecurities laws in a scheme to overval ue assets held b y the Infinity Q Funds. SE C v. James V elis sari s, 22 Civ. 1346 (S.D.N.Y.). T he U.S. Att orney’s Of fice for the So uthern District o f New York b rought crimin al charge s ag ainst Veli ssari s, United State s v. James V elis saris, 22 Cr. 105 (S.D.N.Y.), a nd, on November 21, 2022, V elis saris p lead ed guilty to one count of securities fraud. O n April 7, 2023, Velissaris was senten ced to 15 y ears in prison and ordered that he pay restitution of approximat ely $126 million. On October 16, 2 024, the U nited Sta tes Court of Appeals for t he Second Ci rcuit dismissed Velissaris’s appeal with respect to the term of imprisonment and affirmed the judgment in all other respects, including the restitution order. United States v. Velissaris, No. 23 - 6379 - cr, 2024 WL 4502001, at * 4 (2d Cir. Oct. 16, 2024). 8. TAP is a D elaw are st atut ory t rust regi st ered und er the Invest ment Comp any Act as an op en - end series man agement investm ent company. TAP i ncludes seri es whose investm ent advisers are un relat ed to e ach othe r.

4 9. U.S. Banc orp Fund Serv ices LLC (“Administ rator”), a Wisconsin limited liability company, was cont racted by TAP to provide fund administ rative services, fu nd accounting services, custodial service s, distributor s ervices, tra nsfer agent servic es, and complian ce services to the TAP series, i ncluding t he Mutual Fund. D. FACTS Background 10. TAP first engag ed EisnerAmpe r in December 2017 as TAP’s v aluation cons ultant to assist the Mutu al Fund’ s auditor in dete rmining the reasona bleness of certain of Infinity Q’s fai r value measurement s in connecti on with the audit of the Mutual Fund’s financial statements for the year ended August 31, 2017. TAP subs equently engage d EisnerAmper to audit the Mutu al Fund’s finan cial st atem ents fo r its fiscal y ears ending Aug ust 31, 2018, 20 19, and 2020. 11. For e ach aud it o f the M ut ual Fun d’s fi nan cial s tat ement s it condu cted, Eisn erAmp er issued an audit report stating, “We conducted our audits in a ccordance with t he standards o f the PCAOB.” EisnerAmper issued its audit report for the 2020 Audit on October 29, 2 020. 12. During the period that EisnerAmper s erved as audit or to the Mutu al Fund, the Infinity Q Funds ’ portfolios consist ed primarily o f cash and a variety of equity and de rivative positions, including swap s. The swaps held b y the Infinity Q Funds were predom inately varianc e swaps, the valu e of which was ti ed to measur es of volatility. B eginning i n 2020, a signifi cant portion of the Infinity Q Funds’ var ianc e swap s by valu e co nsist ed of co rrido r vari anc e swaps, which allow inve stors to t ake exposure to a specific level of volatil ity provid ed that the und erlying securi ty o r ind ex tr ades w ith in a giv en range. Th ese s waps pa id out based o n th e real ized vari ance of an underlying s ecurity or ind ex, which only ac crued if the spe cifi ed secu ri ty or i ndex rem ain ed within a corrido r defined by an upper and lowe r bound. 13. The Infinity Q Funds use d Bloomberg LP’s Ev aluated Pricing Sol utions (“B VAL”), a third - party pricing service, t o value the d erivative posi tions they h eld. Infinity Q rep resented to its investors and auditors that BVAL modeled and priced the derivatives in depen dentl y, without any input from Infinity Q. 14. In fact, duri ng the time EisnerAmper served as auditor to the Infinity Q Funds, Velissaris and Infinity Q were engaged in a mism arking scheme. As a part of thi s scheme, Velissaris manipul ated BVAL’s val uation models, knowingly ent ered incorr ect values into th e model that did n ot match the te rm sheets for the positions bein g valued, s el ect ed t he imp rop er valuation models, and cherry - picked certai n key inputs for entry into the m odel, all i n order to inflate the perfo rmance of the Infinity Q Funds. 15. In May and Jun e 2020, the staff of the Division o f Enforc ement (“Division”) issued document requests t o Infinity Q concerning a confi dential non - public i nvestigation into Infinity Q. Neither Infinity Q nor TAP disclosed this investigation to EisnerAmper at that time. 16. In February 2021, Infinity Q an d TAP appli ed to the Commission for permis sion to halt investor redemptions in the Mutual Fund du e to Infinity Q’s inability to value the Mutual

5 Fund’s holdings. By t h at time, the Infinity Q Funds were overvalued by Infinity Q by h undreds of millions of dollars. Most of the ov ervalued positio ns were corridor v ariance swaps. The 2020 Audi t Was Not Conducted in A ccord an ce with PC A OB Standards 17. EisnerAmper’s audit report for the 2020 Audit, dated Octo ber 29, 2020, concl uded that “t he finan cial stat ement s p resent fairl y, i n all mat erial resp ect s, th e con sol idate d fin anci al position of the Fund . . . i n conformity with accounting prin ciples generally accepted in th e United States of Am eri ca” (or “G AAP”). Th e audi t rep ort also st ated: “We conducte d our audits in accord ance with the s tand ards of th e PC AOB. ” Th e Mutu al Fund’ s 2020 fin anci al stat em ents w ere not prepared by th e Mutual Fund in conformity wit h GAAP, how ever, because the financial statem ents contain ed intentionally and materially overstated investment values. EisnerAmper did not det ect t he Mu tual Fun d’s mat eri al ov erst atem ent o f the v alue of th e inv est ment s dur ing th e 2020 Audit. 18. During the 2020 Audit, th e EisnerAmper enga gem ent t eam (“ Eng agemen t Te am”) identified the valuation of certa in hard to value securities — “Level 3 as sets ” 4 — as a significant ris k of mat erial miss tat ement due t o er ror, and a fraud r isk. Such ass ets included the corridor va riance swaps referenc ed above and cert ain other derivativ e instruments. Th e E ngagement T eam, howev er, fai led to suff ici entl y respo n d to th e risks identified in accordance with PCAOB auditing standards. 19. D uring the 2020 Audit, th e E ngag ement T eam did not comply with auditing standa rds. Th e Engag em ent T eam fai led t o underst and the Mutual Fund’s pro cess an d inter nal controls around its valuation model for the se L evel 3 ass ets, in cluding th e corridor variance s waps. The E ngagem ent T eam fail ed to p erfor m su ffici ent testing over the valu ation of thos e assets during the audit in accordan ce with professio nal standards. And the E ngagement T eam fail ed to demonstrate the ne cessary due professional care and professio nal skepticism requi red by PCAOB standards. The Engagement Team F ailed to Gain a Sufficient Understanding of the Mutual Fund’s Internal Processes and Controls Around Valuation 20. Eisner Amp er reli ed on substantive testing in its audits for the Infi nity Q F unds. 21. In performing the 2020 Audi t, t he E ngagem ent T eam fail ed to o btai n a suffi cient understanding o f the Mutual Fund’s valuation process, including t he methods, models, data, or assumptions, use d to value Lev el 3 asset s. For example, th e evidence cited by the E ngagement T eam in support of its conclusion t hat the Mutual Fund’s internal controls over the valuation 4 Under GAA P, Fina ncial A ccount ing St andards Board (“ FAS B”) A ccounting S tandar ds C odificat ion (“ASC ”) 820 set s forth t hree c at egories of input s for us e in e stimating an asset’s fair value. A sset s value d using Level 3 inp uts are the m ost di ffi cult to va lue because these i nputs do not i nclu de readily available m arket inform ation, and the se assets a re valued usi ng unobser vable input s.

6 process of investm ents were desi gned effectively addressed only the process es for the pu rch ase a nd sale of investments — not valuation processes. 22. The Engag em ent T eam al so did not gain a suffi cien t understanding o f how Infinity Q used BVAL to pri ce Le vel 3 assets while conduct ing the 2020 Audit, includi ng an understanding of BVAL’s acc ess controls around th e input of data. The Engagement Team ’s Valuation Testing of t he Mutual Fund’s De rivative Instruments Was Not Perfo rmed in Accordance with PCAOB Standards 23. The Engag ement Team failed to obt ain sufficient a ppropriate audit evidence to conclude that th e Mutual Fund’s L evel 3 asset s were prope rly valued during t he 2020 Audit and failed to follow its audit plan. 24. For e ach of t he L evel 3 c orrido r var ianc e sw aps s elect ed fo r val uati on te stin g, the Engag emen t Team planned to u ndertake a proc ess that included det ermin i ng the accur acy of all t he observable input s into the swaps by comparing, or “agreeing,” th e input values listed in the count erpart y t erm sh eets to input values in an Infinity Q - provided sp readshee t. The Engagement Team ’s work pap ers s peci fied t hat i t also plann ed to, among othe r things, re calcu late th e ma rket value of the se derivat ives us ing “th e s ame mo del as th e clien t’s.” The Eng agemen t T eam initially planned for a thir d - party valuation specialist to provide “ an independent val uation ” of a sample of thre e Level 3 securities and to “corrob orate the cli ent’s model by r e - performing valu ation with an independent mod el using the same .. . inputs as the client’s int ernal model.” 25. The Engag em ent T eam did n ot s ufficiently implem ent each com ponent of its planned audit appro ach becau se it did not agree th e corridors, w hich were ob servable inputs, for the sel ected co rrido r v aria nce swa ps. 26. The Engag em ent T eam al so i nadequ ate ly scrutin ized the implied volatility rates — the only unobs ervable input in t he valuation o f corridor v ariance swaps — used in the valuation recal culati on. T he Enga gem ent Team then per form ed it s re calcul atio n usi ng an alt ern ativ e mod el that Velissaris pu rportedly used t o recalculat e BVAL’s cal cul ation s. Th is model did not incorporate the cor rido rs of the co rrid or v arian ce s waps. 27. In contrast, the valuation specialist’s workpapers showed that it used a model incorporating th e corridors when “corrobo rating th e client’s mod el. ” Although the E ngagement Team reviewed the s pecialist’s wo rkpapers, it di d not consid er also using th at same m odel. No r did t he v aluat ion sp eci alis t ultimately perform the planned independent valuati ons that the audit plan initially contemplated. 28. Finally, the En gag ement Team fail ed to gene rat e suffi cien t app rop riat e audi t evidence through a proce ss the audi t wo rkpap ers call ed “forw ard t estin g,” wher e th e Eng agemen t Team planned t o review sub sequ ent t rade activi ty a fter the f iscal yea r - end and to compare t he final settl ement amo unts t o th e BVAL pric e as of th e dat e of t he sal e. While pe rforming this pro cedure,

7 the Eng agemen t Te am inappropriately relied on Velissaris to provide the BVAL price at the date of sale for comparison to the settlement amounts. The Engagement Team F ailed to Exe rcise Due Professional Care, Including Professional Skepticism, When Performing the 2020 Audit 29. In conducting th e 2020 Audit, t he Engagement T eam did not exercis e due professional care, including pro fessional skepti cism, in cert ain instances when gathering and evaluating the audit evidence, by relying solely upon information provi ded by Infinity Q or representations m ade by Infinity Q ’s management. 30. For i nstan ce, the Engag em ent T eam reli ed solely on inquiry of Infinity Q an d th e Administrator to obtain an understanding of the Mutual Fund’s process for v aluing the Lev el 3 assets, including any controls t hat address ed the significant risk s of material misstatement due to error and fraud. 31. The En gagem ent T eam i dent ified th e risk of mis stat ement due t o e rror and fra ud as significant risks for valua tion while planni ng the au dit. Yet, i n test ing t he f air v alue o f ce rtain derivatives, the Engag emen t Team did not indep end ently cor roborate all terms from term sheets provided by In finity Q. Violations 32. As a result of t he conduct des cribed above, Eisn erAmper engaged in improper professional conduct within the m eaning of Se ction 4C (a)(2) of the Ex change Act and Ru le 102(e)(1)(ii) o f the Commi ssion’s Rules o f Practice. Se ction 4C(a)(2) of the Exchange Act and Rule 102(e)(1)(ii) provi de, in pertinent part, that th e Commission m ay censur e or deny, tempor arily or permanently, the privilege of appearing or p racticing b efore the Commissi on to any person who is found by th e Commission to h ave engaged in im proper prof essional condu ct. Section 4C(b) of the Ex chan ge A ct and R ule 1 02(e)(1)(iv) of t he Co mmi ssion’s Rul es of P racti ce defin e imp roper professional conduct. 33. Under Section 4C (b) and R ule 102(e)(1)(iv)(B), the term “improper p rofessional conduct” means on e of two typ es of negligent conduct: (1) a singl e instance of highly un reasonable conduct in cir cumstances for which heightened s crutiny i s warranted; o r (2) repeate d instances o f unreas onab le co ndu ct that ind icat e a la ck of comp etenc e. 34. As set forth in mo re detai l below, Eisner Amper engaged i n repeated vi olations of PCAOB stand ard s in connection with th e 2020 Audit, for the reaso ns s tat ed in Parag raphs 17 -31 above. 5 5 R eferences to PCAOB standards herein are to thos e that w ere i n effect during Eis nerAmpe r’s audit s of the Mutual F und.

8 Failure to Identify and Assess Risks of Material Misstatement (AS 2110; AS 2502) 35. PCAOB stan dar ds req uir e an au dit or to perfo rm ri sk as sess ment pro cedur es t hat ar e sufficient to pr ovide a rea sonable basis for id entifying and ass essing the risks of material misstatement, wheth er due to error or fraud, and for designin g further audit p rocedures. AS 2110.04. This s hould include obtaining a suffi cient unde rstanding of int ernal control over financi al reporting to provide a reasonabl e basis to identify types of potential misstatements, assess the factors that affect the risks of material mis statement, and design further audit procedures. AS 2110.18 -.40. 36. When the auditor h as determined t hat a signific ant risk, inclu ding a frau d risk, exists, the auditor should evaluate the design of the company ’ s controls th at are inte nded to address fraud risks and oth er signi ficant risks and d etermine wheth er those controls have be en implemented. AS 2110.72. 37. In auditing fai r value measurem ents specifically, P CAOB auditing s tandards s tate that “t he a uditor consider s,” when obtaining an un derstanding of t he entity’s pro cess, “[c] ontrols over t he pro cess use d to d ete rmine fair v alue me asure m ent s, i ncluding, fo r example, cont rols over data and the seg regation of dutie s between those committing t he entity to the underlying transactions and t hose responsi ble for undertaking t he valuations”; “ [t] he role that in formation technology has i n th e pro cess ”; “ [t] he integrity of change controls and securi ty procedures fo r valuation models a nd relevant in formation systems, including app roval proce sses”; and “[t ] he controls over th e consiste ncy, timeliness, an d reliabilit y of the data used in valuation m odels.” AS 2 502.12. 38. As a res ult of the Engag ement Team ’s condu ct describ ed above, Eisner Amper failed to gain a suffi cien t understandi ng of the Mut ual Fund and its environment, and of the design and imple mentation of control s relate d to the ide ntifie d significa nt risk s of mate rial mis state ment due to error and fraud, suff icient to sup port the conc lusions in its 2 020 Audit. Failure to Adequately Respond to the Risk s of Material M isstateme nt (AS 2301; AS 2401) 39. PCAOB standards r equire the auditor to “d esign and implem ent audit respo nses that a ddr ess th e ris ks of mat erial miss tatem ent tha t are i dent ifi ed and asses sed i n ac cord ance with AS 2110, Identif ying and Assessing Risks of Mat erial Misstat ement.” AS 2301.03. 40. The au dito r’s r espon ses t o t he ass essed ris k of m at erial miss tatem ents, p articu larl y fraud risks, sh ould involv e the application o f profes sional skepticis m in gathering and assessing audit evidence. AS 2301.07; AS 2401.13. Exam ples of the application of pr ofessional skepti cism include “obtaining sufficient appro priate evid ence to corrobor ate manageme nt’s explanations or representations concerning i mportant matters, such as thr ough third - party con firmation, us e of a speci alis t engaged or employed by the auditor, or examination of doc umentati on from independent sourc es.” AS 2301.07. The auditor should conduct an engagement “ with a mindset that recognizes the p ossibility t hat a material miss tatement du e to fraud could be present, reg ardless of any past experie nce with the entit y and regardl ess of the audito r ’ s beli ef abo ut manag ement ’ s honesty and integ rity.” AS 2401.13.

9 41. In designing the audit procedu res to be per formed, the auditor should “ obtain m ore persuasive audit e vidence the higher the audito r’s assessme nt of risk ” and also “[t] ake into account the types of potential misstatements that c ould result from the identified risks and the likelihood and magnitude o f potential mi sstatement [. ]” AS 2301.09. Additionally, “ the auditor should perform substantive procedures. . . that ar e spe cific ally respo nsi ve to the as se ssed fraud risk s. ” AS 2301.13 42. As a res ult of the Eng agem ent Team ’s c onduct des cribed above, Eisn erAmper failed to design and implement su ffici ent aud it res p onses t hat addr ess ed th e ris k s of material misstatement identified in the 2020 Audit. Failure to Obtain Sufficient Appropriate Audit Evidence (AS 1105; AS 2310; AS 2503) 43. PCAOB standards d efine audit evidence as “ all the inform ation, whethe r obtained from audit pro cedures or other sources, th at is used by t he auditor in arriving at th e conclusions on which the audito r’s opinion i n based.” AS 1105.0 2. This evid ence consists of information th at supports and co rroborates managem ent’s assertion s about fina ncial stateme nts or int ernal control over financial r eporting and i nformation that contradicts such assertions. Id. 44. PCAOB standards r equire an au ditor to “pl an and perform audit procedur es to obtain sufficie nt appropri ate audit evidenc e to provide a r easonable basis f or his or her opi nion.” AS 1105.04. To be appropriat e, audit evidenc e must be both r elevant and reliable. AS 1105.06. An auditor should evaluate wheth er the inform ation produced by th e compan y is sufficient and appro priat e by p er formin g pro cedu res t o tes t its accu racy and com plet eness and shoul d resolve inconsistencies in i nform ation between sour ces. AS 1105.10, .29. 45. As the combined assessed level of inherent risk and control risk increases, “ the auditor designs substantive tests to obtain more or different evidence about a financial statement asserti on, ” and, “[i]n thes e situations, the auditor might use confirmation procedures ra ther than or in conjunction with tests directed toward documents or parties within the en tity. ” AS 2310.07. 46. As to derivative instruments specifically, if a derivative is valued by the entity using a valuation model, “ the auditor sho uld obtain evid ence supporting managem ent’s assertion s about fair v alue. . . by pe rforming pro cedures such as [:] [a] ssessing the reasonableness and appro priat enes s of t he mo del [] ” or “ [c] alculat ing t he val ue, for ex ampl e usi ng a m odel devel oped by the auditor o r by a spe cialist engaged by th e auditor, to d evelop an ind ependent expectation to corrob orat e th e reas onabl eness of t he v alu e calculated by the entity.” AS 2503.40. 47. As a res ult of the En gage ment T eam ’s conduct de scribed above, EisnerAmp er failed to obtain suffi cient appropri ate audit evid ence supporting th e Mutual Fund’s v aluations o f the L evel 3 asset s it held during th e 2020 Audi t.

10 Failure to Exercise Due Professional Care (AS 1015) 48. PCAOB standards r equire du e professional c are in the planning and perform ance of an audit. AS 1015. 01. D ue professional c are concerns what the inde pendent audito r does and how well he or sh e does it. A S 1015.04. 49. The standards also require that a uditors exercise professional skepticism, which is “an attitude that includes a questioning mind and a critical assessment of audit evidence. ” AS 1015.07. “ In exercising professional skepticis m, the auditor should not be satisfied with less than persuasive eviden ce because o f a belief that m anagement is honest.” AS 10 15.09 50. As a res ult of t he Eng age ment T eam’ s conduct des cribed above, Eisn erAmper failed to exercise suffi cien t due pro fessio nal ca re and professi onal skepticis m while conducting the 2020 Audit. Failure to Adhere to Quality Control Standards (QC 20; QC 30) 51. A PCAOB - registered firm must maintain quality control standards “to ensure that servi ces a re com peten tly del ivere d an d adeq uatel y super vised.” QC 20. 02. Among oth er controls, a firm must ensu re its per sonnel comply with t he applicable st andards by establishing a system of quality control en compassing pol icies and pro cedures that provid e the firm with reasonabl e assurance of complying with professional standards. QC 2 0.03 -.04. And the policies and procedures est ablished should pro vide the firm with reason able assurance th at the work p erformed by the E ngagement T eam meet s ap pli cable p rof essi onal s tand ards, reg ulat ory requi rement s, an d the firm’s stand ards of qualit y. QC 20. 17. 52. A PCAOB - registered firm must also establish policies and procedures to monitor the fi rm’s accou nt ing and auditing pr act ices; “[m]onitoring pro cedures taken as a whole should enabl e the f irm t o ob tain reaso nabl e as suran ce th at i ts sy stem o f qu ality cont rol is eff ectiv e.” QC 30.03. 53. EisnerAmper’s poli cies and pro cedures with r espect to: (i) adequately respo nding to identified fraud risks; (ii) obtaining suffici ent appropriate a udit evidence thro ugh audit proc edures; and (i ii) exercisin g due pr ofessional care, f ailed to compl y with QC Sections 20 and 30. Regulation S-X 54. Rule 2 - 02(b)(1) of R egul ation S - X requires an accountant’s repo rt to state t he applicable prof essional st andards under which t he audit was conducted.

11 55. As a res ult of the conduct des cribed above, Eisn erAmper willfully 6 violated Rule 2 - 02(b)(1) of Regul ation S - X in its issu ance of the 20 20 Audit report. Finding s 56. Based on the fo regoing, the Commiss ion finds t hat EisnerAmper engaged in improper profession al conduct within the meaning of Exchange A ct Section 4C(a)(2) and Rule 102(e)(1)(ii) o f the Commi ssion’s Rules o f Practice. 57. Based on the fo regoing, the Commiss ion finds t hat EisnerAmper willfully violat ed Rule 2 - 02(b)(1) of R egul ation S - X within the meaning of Exchang e Act Se ction 4 C (a)(3) and Rule 102(e)(1)(iii). Remed ial Effo rts 58. In determining w hether to accept the Offer, th e Commiss ion considered Eisner Amp er’s r emedi al efforts. 59. The Commission co nsidered actions Eis nerAmper took in response to its audits of the Infinity Q Funds. Specifically, t he Commissio n consider ed the requirem ent imposed by EisnerAmper that engagement teams consult with the Nation al Office whe n an audit engag ement involves the fai r value measur e of a non - exch ange trad ed d eriv ativ e or s tru ctured se curity: (i) based on a valuatio n model; (ii) sou rced from a pricing s ervice or specialist t hat uses a valu ation model; or (iii) determined using b roker quotes ar riv ed at bas ed o n a val uati on m odel. The Commission also considered the following me asu res im pos ed by Ei snerAm per begin ning in 2022: (i) annu al review and risk - profi l ing of fund clients; (ii) annual risk - rating of investme nt company client s and eng agem ents as part of t he co ntin uanc e eval uati on; and (iii) c ertain additional requi remen ts on audit en gagements d epending on ri sk rating level. 60. The Commission also considered o ther measures implemented by EisnerAmper that were not undert aken specificall y in response t o its audits of the I nfinity Q Funds. Thes e me asu res include EisnerAmper’s: (i) launch of a central repos itory of audit practice tool s, policies, and protoc ols, as w ell as reo ccur ring “Assu ranc e Pr actice Ale rts a nd Tren din g To pics” emai l alert s as a process for disseminating new technical auditing, accou nting, and reporting matters; (ii) introduction, training on, and man dat ed us e of a risk assessment to ol requiring eng agem ent teams to identify all relevant audit ris ks, significant or otherwise and to link each risk t o relev ant assertion(s) and audit procedu res that addres s the risk; (iii) retention of a third - party consultant to provide EisnerAmper with additional expertise in enhancing its s ystem of q uality c ontrol; 6 “Wil lfully, ” for purpos es of i mposi ng relie f unde r Excha nge Ac t Section 4C and Rule 102(e)(1)(i ii) “‘means no more tha n that the per son cha rged w ith the duty knows wha t he is doing.’” Wonsov er v. SE C, 205 F.3d 408, 41 4 (D.C. Ci r. 2000) (qu oting H ughes v. SEC, 174 F.2d 969, 97 7 (D.C. Cir. 1949)). There i s no requireme nt that the actor “also be aware that he is violating one of the Rules or Acts.” Tager v. SEC, 344 F.2d 5, 8 (2d C ir. 1965). The decisi on in The Robar e Gr oup, Ltd. v. SEC, whi ch constr ued the term “wi llful ly” for purpos es of a different ly str ucture d stat utory provis ion, does not a lter t hat standar d. 922 F.3 d 468, 478 - 7 9 (D.C. C ir. 201 9) (sett ing forth t he s howing re quire d to establish that a p erson has “willfully omit[ted ]” material inf ormation f rom a required discl osure i n viola tion of Se ction 207 of t he Advi se rs Act).

12 (i v) continued formalizati on of EisnerAmper ’s internal inspection process; (v) emph asis on, as a new area of inspe ction focus, inv estment v aluation, use o f pricing servic es, and compli ance with mandatory consultation requirem ents; (vi) imposition of a mandatory consultation with the Nation al Offi ce wh en an enga gem ent part ner be com es aware o f an event subseq uent to accep tance that significantly i ncreases the risk profil e of an engagement o r EisnerAmp er’s continu ed association with th e und erlying entity; and (vii) creat ion o f a n audit practice group ser vi ng Commission registrants. U ndert aking EisnerA mper has undertaken to complete the f ollowing action: 61. Within 60 da ys after the entry of this O rder, Eisner Amper shall c ertify, in wri ting, that i t has und ertak en th e rem edial ef forts descri bed in P ar agraphs 59 - 60 of this Or de r and continues to comply with those efforts. T he certification shall identify the remedial efforts, provide written evidence of compl iance in th e form of a narr ative, and be sup ported by exhibits sufficient to d emonstrate compliance. The Comm ission sta ff may make reas onabl e r eques ts fo r furth er evid ence o f compl ianc e, and EisnerAmper agrees to provid e such evi dence. The certification and supporti ng material shall be submit ted to Lee A. Gr eenwood, Assist ant Director, Asset Management Unit, with a copy to the O ffice of Chief Couns el of the E nforcement Divisi on via em ail at SECSettlementCertifications@SEC.GOV. 62. The Commission st aff may ext end the deadline s et forth abov e for good caus e shown. The d e adlin e sh all be cou nted in cal end ar d ays, u nles s ot herwi se sp eci fied. If t he l ast calendar day falls on a we ekend or a fede ral holiday, the n ext business da y shall be consi dered to be th e last day. 63. In determining w hether to accept the Offer, th e Commiss ion considered thi s undertaking. IV. In view of the foregoing, the Commission deems it appropriate to impose the sanctions agreed to in Respondent EisnerAm per ’s Offer. Accordingly, it is hereby ORDERED, effective immediately, that: A. Eisn erAmper sha ll cease a nd desist f rom comm ittin g or causing a ny viola tion s and any fu ture vio lations of R ule 2 - 02(b) (1) of Regulation S - X. B. Eis nerAmper is here by censure d. C. Eis nerAmper sh all comply with the undertaking enumerated in Section III, Paragraph 61 of thi s Order.

13 D. Eis nerAmper acknowledges that the Commission is not imposing a civil penalty based upon EisnerAmp er’s prompt remediation. If at any time following the entry of the Order, the Division obtains information indicating that EisnerAm per knowingly provided materia lly false or misleading informa tion or mater ials to the Commissio n, or in a rela ted proceeding, the Division may, at its sole discretion and with prior notice to EisnerAm per, petition the Commission to reopen this matter and seek an or der directing that Eis nerAmper pay a civil money penalty. EisnerAm per may cont est by way of defense in any resulting administrative proceeding whether it knowingly provided mater ially false or misleading information, but may not: (1) contest the findings in the Order; or (2) assert any defense to liability or r emedy, inc luding, but no t limited to, any statute of limitations def ense. By the Commission. Vanessa A. Countryman Secreta ry