In the Matter of THEOREM FUND SERVICES, LLC

Admin. Proc. File No. 3-21546

On August 7, 2023, the Commission instituted and simultaneously settled cease-and-desist proceedings (the “Order”) against Theorem Fund Services, LLC (the “Respondent”). In the Order, the Commission found from approximately January 2018 through March 2019, TFS provided fund administrator services to a fund managed by EIA All Weather Alpha Fund Partners, LLC and Andrew Middlebrooks (collectively, the “Advisers”). The Advisers engaged in a scheme to defraud the fund and its investors by misappropriating and misusing investor funds, which involved making repeated materially false and misleading statements to investors and prospective investors about the Fund's performance. The fund suffered significant losses as a result of trading by the Advisers, however, at the Advisers' direction, TFS did not recognize these losses and sent investors account statements that materially overstated the value of the investors' investments. The Commission ordered the Respondent to pay $18,000.00 in disgorgement, $4,271.00 in prejudgment interest, and a $100,000.00 civil money penalty, for a total of $122,271.00, to the Commission. The Commission also created a Fair Fund, pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, so the penalty collected, along with the disgorgement and interest collected, can be distributed to harmed investors (the “Fair Fund”). See the Commission’s Order: Release No. 11218.

The Fair Fund includes the $122,271.00 paid by the Respondent. The Fair Fund and has been deposited in a Commission-designated account at the U.S. Department of the Treasury, and any accrued interest will be added to the Fair Fund.

For more information, please contact the Commission:

Office of Distributions
Email: ENFOfficeofDistributions@sec.gov