Trust for Advised Portfolios: Form N-CEN 

Attachment for Item G.1.a.i of Form N-CEN 

The following non-routine legal proceedings have been filed against Trust for Advised Portfolios (“TAP”), with respect to its series Infinity Q Diversified Alpha Fund (“Fund”): 

  

1.

In re Infinity Q Diversified Alpha Fund Securities Litigation; Index Number:  651295/2021 (Part 53) (N.Y. County Commercial Division).  This action is a putative securities class action alleging claims under Sections 11, 12 and 15 of the Securities Act of 1933.  The named plaintiffs are Andrea Hunter, David Rosenstein, Neil O’Connor, and Schiavi + Company LLC and are alleged shareholders in the Fund.  Defendants in the action are TAP, Infinity Q Capital Management, LLC (“IQCM”), Quasar Distributors, LLC (“Quasar”), Christopher E. Kashmerick, John C. Chrystal, Albert J. DiUlio, S.J., Harry E. Resis, Russell B. Simon, Steven J. Jensen, Scott Lindell, Leonard Potter, James Velissaris, EisnerAmper LLP, Bonderman Family Limited Partnership, LP, and Infinity Q Management Equity, LLC.  The stated class period is February 25, 2018 through February 18, 2021.  

2.

In re Infinity Q Diversified Alpha Fund and Infinity Q Volatility Alpha Fund, L.P. Securities Litigation; Case Number: 1:21-cv-0147 (E.D.N.Y.).

  This action is a putative securities class action alleging claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Sections 11, 12(a) and 15 of the Securities Act of 1933.  The named plaintiffs are (i) Liang Yang, an alleged shareholder in the Fund; (ii) Schiavi + Company LLC (“S+C”), an investment advisor seeking to recover damages on behalf of itself and its client accounts on whose behalf S+C invested in the Fund during the class period; and (iii) Dominus Multimanager Fund, Ltd., an entity that invested in Infinity Q Volatility Alpha Offshore Fund, Ltd. during the class period.  Defendants are TAP, IQCM, Infinity Q Management Equity, LLC, Infinity Q Volatility Alpha Offshore Fund, Ltd., Infinity Q Volatility Alpha Fund, L.P., Quasar, EisnerAmper LLP, U.S. Bancorp Fund Services, LLC (“USBFS”), Bonderman Family Limited Partnership, LP, Christopher E. Kashmerick, John C. Chrystal, Albert J. DiUlio, S.J., Harry E. Resis, Russell B. Simon, Leonard Potter, Scott Lindell, and James Velissaris.  The stated class period is December 21, 2018 through February 22, 2021. 

3.

Oak Financial Group, Inc. v. Infinity Q Diversified Alpha Fund, et al.; Case Number: 1:21-cv-03249 (E.D.N.Y.).  This action alleges claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, Sections 11, 12(a) and 15 of the Securities Act of 1933, as well as common law fraud under New York law.  The plaintiff is Oak Financial Group, Inc. (“Oak Financial”) which is an investment advisor seeking to recover damages on behalf of 257 of its client accounts on whose behalf Oak Financial invested in the Fund between October 27, 2015 and August 2020.  Defendants are the Fund, TAP, IQCM, Christopher E. Kashmerick, John C. Chrystal, Albert J. DiUlio, S.J., Harry E. Resis, Russell B. Simon, Steven J. Jensen, James Velissaris, Leonard Potter, Scott Lindell, Quasar, EisnerAmper LLP, Bonderman Family Limited Partnership, LP, Infinity Q Management Equity, LLC, and USBFS. 

4.

Todd Rowan v. Infinity Q Capital Management, LLC, et al., Index No. 2022-0176 (Delaware Chancery Court).  This shareholder derivative action filed on February 23, 2022 asserts claims for breach of fiduciary duty and breach of contract.  The plaintiff is Todd Rowan, a shareholder in the Fund.  Defendants are IQCM, USBFS, John C. Chrystal, Albert J. DiUlio, S.J., Harry E. Resis, Brian S. Ferrie, Wan-Chong Kung, Christopher E. Kashmerick, Steven J. Jensen, Russell B. Simon, and Scott A. Resnick.  On February 16, 2023, plaintiff Rowan filed an Amended Complaint removing IQCM as a defendant and adding EisnerAmper LLP and Andrew Calamari as defendants.  On November 21, 2023, the Court granted a stipulation dismissing the Rowan action with prejudice as against Mr. Calamari and without prejudice as against all other defendants.    

5.

Dominus Multimanager Fund, Ltd., et al. v. Infinity Q Capital Management LLC et al., Index Number: 652906/2022 (N.Y. County Commercial Division).  This action is a putative securities class action alleging claims for common law fraud, fraudulent inducement, fraudulent concealment, negligence, negligent misrepresentation, unjust enrichment, and aiding and abetting.  The initiating plaintiff is Dominus Multimanager Fund, Ltd., an entity that invested in Infinity Q Volatility Alpha Offshore Fund, Ltd. during

the stated class period.  Defendants in the action are TAP, IQCM, Infinity Q Volatility Alpha Fund, L.P., Infinity Q Volatility Alpha Offshore Fund, Ltd., Quasar, USBFS, Christopher E. Kashmerick, John C. Chrystal, Albert J. DiUlio, S.J., Harry E. Resis, Russell B. Simon, Steven J. Jensen, Scott Lindell, Leonard Potter, James Velissaris, EisnerAmper LLP, Bonderman Family Limited Partnership, LP, and Infinity Q Management Equity, LLC.  The stated class period is February 1, 2017 through February 22, 2021.  

6.

The Glenmede Trust Company, N.A. v. Infinity Q Capital Management LLC, et al., Index Number 160830/2022 (N.Y. County Commercial Division).  This action alleges claims under Sections 11, 12(a) and 15 of the Securities Act of 1933, brought by a plaintiff opting out of the settlement agreement that seeks to resolve the state and federal putative securities class actions.  The initiating plaintiff is The Glenmede Trust Company, N.A., a shareholder in the Fund.  Defendants in the action are TAP, IQCM, Quasar, USBFS, Christopher E. Kashmerick, John C. Chrystal, Albert J. DiUlio, S.J., Harry E. Resis, Russell B. Simon, Steven J. Jensen, Scott Lindell, Leonard Potter, James Velissaris, EisnerAmper LLP, Bonderman Family Limited Partnership, LP, Infinity Q Management Equity, LLC, and USBFS.  

7.

Flint Hills Diversified Strategies L.P., et al. v. Infinity Q Capital Management LLC, et al., Index Number 160964/2022 (N.Y. County Commercial Division).  This action alleges claims under Sections 11, 12(a) and 15 of the Securities Act of 1933, brought by several plaintiffs opting out of the settlement agreement that seeks to resolve the state and federal putative securities class actions.  The plaintiffs are shareholders in the Fund.  Defendants in the action are TAP, IQCM, Quasar, USBFS, Christopher E. Kashmerick, John C. Chrystal, Albert J. DiUlio, S.J., Harry E. Resis, Russell B. Simon, Steven J. Jensen, Scott Lindell, Leonard Potter, James Velissaris, EisnerAmper LLP, Bonderman Family Limited Partnership, LP, Infinity Q Management Equity, LLC, and USBFS.  

8.

Carson Family 2013 Dynasty Trust, et al. v. Infinity Q Capital Management LLC, et al., Index Number 160834/2022 (N.Y. County Commercial Division)

.  This action alleges claims under Sections 11, 12(a) and 15 of the Securities Act of 1933, brought by a plaintiff opting out of the settlement agreement that seeks to resolve the state and federal putative securities class actions.  The plaintiffs are shareholders in the Fund.  Defendants in the action are TAP, IQCM, Quasar, USBFS, Christopher E. Kashmerick, John C. Chrystal, Albert J. DiUlio, S.J., Harry E. Resis, Russell B. Simon, Steven J. Jensen, Scott Lindell, Leonard Potter, James Velissaris, EisnerAmper LLP, Bonderman Family Limited Partnership, LP, Infinity Q Management Equity, LLC, and USBFS.  

9.

Securities and Exchange Commission v. Infinity Q Diversified Alpha Fund; Case Number: 1:22-cv-9608 (S.D.N.Y.).  This action was brought by the Securities and Exchange Commission (“SEC”) against the Fund for alleged violations of Rule 22c-1, 17 C.F.R. § 270.22c-1, promulgated under the Investment Company Act of 1940, 15 U.S.C. § 80(a)-22(c).  The action seeks to enjoin the Fund from future violations and seeks to appoint a special master to oversee the distribution process.  

  

1 

  

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of Trust for Advised Portfolios and the Shareholders of Miller Income Fund

In planning and performing our audit of the financial statements of Miller Income Fund (the "Fund"), a series of Trust for Advised Portfolios as of and for the year ended September 30, 2023, 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 fund'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 generally accepted accounting principles (GAAP). A fund'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 fund; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the fund are being made only in accordance with authorizations of management and Trustees of the fund; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a fund'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 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 no deficiencies in the Fund's internal control over financial reporting and its operation, including controls over safeguarding securities, that we consider to be a material weakness as defined above as of September 30, 2023.

This report is intended solely for the information and use of management and the Board of Trustees of the Trust for Advised Portfolios 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/ COHEN & COMPANY, LTD.

COHEN & COMPANY, LTD.

Philadelphia, Pennsylvania

November 29, 2023

C O H E N & C O M P A N Y , L T D .

800.229.1099 | 866.818.4538 fa x | cohencpa.com

Registered with the Public Company Accounting Oversight Board

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of Trust for Advised Portfolios

and the Shareholders of Ziegler FAMCO Hedged Equity Fund

In planning and performing our audit of the financial statements of Ziegler FAMCO Hedged Equity Fund (the "Fund"), a series of Trust for Advised Portfolios as of and for the year ended September 30, 2023, 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 fund'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 generally accepted accounting principles (GAAP). A fund'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 fund; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the fund are being made only in accordance with authorizations of management and Trustees of the fund; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a fund'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 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 no deficiencies in the Fund's internal control over financial reporting and its operation, including controls over safeguarding securities, that we consider to be a material weakness as defined above as of September 30, 2023.

This report is intended solely for the information and use of management and the Board of Trustees of the Trust for Advised Portfolios 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/ COHEN & COMPANY, LTD.

COHEN & COMPANY, LTD.

Philadelphia, Pennsylvania

November 29, 2023

C O H E N & C O M P A N Y , L T D .

800.229.1099 | 866.818.4538 fa x | cohencpa.com

Registered with the Public Company Accounting Oversight Board

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of Trust for Advised Portfolios and the Shareholders of Regan Total Return Income Fund

In planning and performing our audit of the financial statements of Regan Total Return Income Fund (the "Fund"), a series of Trust for Advised Portfolios as of and for the year ended September 30, 2023, 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 fund'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 generally accepted accounting principles (GAAP). A fund'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 fund; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the fund are being made only in accordance with authorizations of management and Trustees of the fund; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a fund'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 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 no deficiencies in the Fund's internal control over financial reporting and its operation, including controls over safeguarding securities, that we consider to be a material weakness as defined above as of September 30, 2023.

This report is intended solely for the information and use of management and the Board of Trustees of the Trust for Advised Portfolios 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/ COHEN & COMPANY, LTD.

COHEN & COMPANY, LTD.

Philadelphia, Pennsylvania

November 29, 2023

C O H E N & C O M P A N Y , L T D .

800.229.1099 | 866.818.4538 fa x | cohencpa.com

Registered with the Public Company Accounting Oversight Board