ADMINISTRATIVE PROCEEDING
File No. 3-20914

June 30, 2022 - The Securities and Exchange Commission ("Commission" or "SEC") today instituted separate administrative proceedings against the Brandon Rawls Trust ("Rawls Trust"), the Brian Madison Carnes Trust ("Carnes Trust"), the Edward Walker Benifield Trust ("Benifield Trust"), Ihsan Dariush Ibrahim Gholizadeh Inc. ("Gholizadeh Inc.") and the Ihsan Dariush Ibrahim Gholizadeh Transfer Trust ("Gholizadeh Trust"), the Northgate Nobles GreenhouseABE Foreign Grantor Trust ("Northgate Trust") and the Wendy Elizabeth Sill Trust ("Sill Trust") (collectively "the Transfer Agents"), alleging willful violations of multiple transfer agent rules and regulations, which govern the most fundamental requirements of conducting registered transfer agent activities.

The Commission alleges that the Transfer Agents each failed to permit examination by Commission staff of their books and records; that five failed to furnish statutorily required records to Commission staff upon request; that four filed deficient initial registration forms; and that all the Transfer Agents failed to amend their registration forms when the information on those forms became inaccurate, misleading, or incomplete. The Commission further alleges that each Transfer Agent has failed to timely file at least one required annual report, and that all of the Transfer Agents also violated the prohibition against transfer agents engaging in any activity as a transfer agent in contravention of certain rules and regulations.

The orders charge the Transfer Agents with willful violations of Sections 17(b)(1), 17A(c)(2), 17A(d)(1) of the Exchange Act, and Rules 17Ac2-1(c) and 17Ac2-2 thereunder; the Rawls Trust, Carnes Trust, Benifield Trust, Northgate Trust, and Sill Trust with willful violations of Section 17(a)(1) of the Exchange Act; and the Rawls Trust, Gholizadeh Trust, Gholizadeh Inc., and Northgate Trust with willful violations of Section 17A(c)(2) of the Exchange Act, and Rule 17Ac2-1(a) thereunder.

The investigation was conducted by Mika M. Donlon and Andrew Sporkin in the Division of Enforcement's Retail Strategy Task Force, and was supervised by Sheldon L Pollock and Hane L. Kim. The administrative proceedings will be litigated by Gregory N. Miller and Samantha Williams. Examinations of the transfer agents were conducted by Tina Barry, Stephanie Bennett, Edward Flaherty, Eric Garvey, Diane Hagy, George Jacobus, Vyto Jotautas, Joanne M. Kendall, Brian Kobil, Joon Kwak, Jennifer Moldaver, Huu Son, Raymond W. Tan, Stephen Vilim, and Claudia Veloso.