In The Matter of: Artfest International, Inc; Order of Suspension of Trading, 33377-33378 [2011-14285]

Download as PDF sroberts on DSK5SPTVN1PROD with NOTICES Federal Register / Vol. 76, No. 110 / Wednesday, June 8, 2011 / Notices as a subadviser to one or more of the Funds (‘‘Affiliated Subadviser’’). Applicants’ Legal Analysis: 1. Section 15(a) of the Act provides, in relevant part, that it is unlawful for any person to act as an investment adviser to a registered investment company except pursuant to a written contract that has been approved by the vote of a majority of the company’s outstanding voting securities. Rule 18f2 under the Act provides that each series or class of securities in a series investment company affected by a matter must approve that matter if the Act requires shareholder approval. 2. Section 6(c) of the Act provides that the Commission may exempt any person, security, or transaction or any class or classes of persons, securities, or transactions from any provisions of the Act, or from any rule thereunder, if such exemption is necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the Act. Applicants state that the requested relief meets this standard for the reasons discussed below. 3. Applicants assert that the shareholders are relying on the Adviser’s experience to select one or more Subadvisers best suited to achieve a Fund’s investment objectives. Applicants assert that, from the perspective of the investor, the role of the Subadvisers is comparable to that of the individual portfolio managers employed by the Adviser. Applicants state that requiring shareholder approval of each Subadvisory Agreement would impose costs and unnecessary delays on the Funds, and may preclude the Adviser from acting promptly in a manner considered advisable by the Board. Applicants note that the Advisory Agreement and any Subadvisory Agreement with an Affiliated Subadviser will remain subject to section 15(a) of the Act and rule 18f-2 under the Act. Applicants’ Conditions: Applicants agree that any order granting the requested relief will be subject to the following conditions: 1. Before a Fund may rely on the requested order, the operation of the Fund in the manner described in the application will be approved by a majority of the Fund’s outstanding voting securities, as defined in the Act, or in the case of a Fund whose public shareholders purchase shares on the basis of a prospectus containing the disclosure contemplated by condition 2 below, by the initial shareholder(s) before offering shares of that Fund to the public. VerDate Mar<15>2010 21:51 Jun 07, 2011 Jkt 223001 2. Each Fund relying on the requested order will disclose in its prospectus the existence, substance, and effect of any order granted pursuant to this application. Each Fund will hold itself out to the public as utilizing the Manager of Managers Structure. The prospectus will prominently disclose that the Adviser has ultimate responsibility (subject to oversight by the Board) to oversee the Subadvisers and recommend their hiring, termination, and replacement. 3. Within 90 days of the hiring of a new Subadviser, shareholders of the affected Fund will be furnished all information about the new Subadviser that would be included in a proxy statement. To meet this obligation, each Fund will provide shareholders within 90 days of the hiring of a new Subadviser an information statement meeting the requirements of Regulation 14C, Schedule 14C and Item 22 of Schedule 14A under the Securities Exchange Act of 1934. 4. The Adviser will not enter into a subadvisory agreement with any Affiliated Subadviser without such agreement, including the compensation to be paid thereunder, being approved by the shareholders of the applicable Fund. 5. At all times, at least a majority of the Board will be Independent Trustees, and the nomination of new or additional Independent Trustees will be placed within the discretion of the thenexisting Independent Trustees. 6. Whenever a subadviser change is proposed for a Fund with an Affiliated Subadviser, the Board, including a majority of the Independent Trustees, will make a separate finding, reflected in the applicable Board minutes, that such change is in the best interests of the Fund and its shareholders, and does not involve a conflict of interest from which the Adviser or the Affiliated Subadviser derives an inappropriate advantage. 7. The Adviser will provide general management services to each Fund, including overall supervisory responsibility for the general management and investment of each Fund’s assets and, subject to review and approval of the Board, will: (a) Set each Fund’s overall investment strategies; (b) evaluate, select and recommend Subadvisers to manage all or a part of each Fund’s assets; (c) allocate and, when appropriate, reallocate each Fund’s assets among one or more Subadvisers; (d) monitor and evaluate the performance of Subadvisers; and (e) implement procedures reasonably designed to ensure that the Subadvisers PO 00000 Frm 00187 Fmt 4703 Sfmt 4703 33377 comply with each Fund’s investment objective, policies and restrictions. 8. No trustee or officer of the Trust or a Fund, or director, manager, or officer of the Adviser, will own directly or indirectly (other than through a pooled investment vehicle that is not controlled by such person), any interest in a Subadviser, except for (a) ownership of interests in the Adviser or any entity that controls, is controlled by, or is under common control with the Adviser or (b) ownership of less than 1% of the outstanding securities of any class of equity or debt of any publicly traded company that is either a Subadviser or an entity that controls, is controlled by, or is under common control with a Subadviser. 9. In the event the Commission adopts a rule under the Act providing substantially similar relief to that in the order requested in the application, the requested order will expire on the effective date of that rule. For the Commission, by the Division of Investment Management, under delegated authority. Cathy H. Ahn, Deputy Secretary. [FR Doc. 2011–14063 Filed 6–7–11; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [File No. 500–1]: In The Matter of: Artfest International, Inc; Order of Suspension of Trading JUNE 6, 2011. It appears to the Securities and Exchange Commission that there is a lack of current and accurate information concerning the securities of Artfest International, Inc. (‘‘Artfest’’) because of questions regarding the accuracy and adequacy of assertions by Artfest, in its 2010 Form 10–K and amended Form 10–K filed with the Commission, concerning, among other things, an independent audit of Artfest’s financial statements for the fiscal year ended December 31, 2010, which was not performed, and financial statements for the 2010 period that are referenced in the filings as ‘‘audited,’’ when they were not. The Commission is of the opinion that the public interest and the protection of investors require a suspension of trading in the securities of the above-listed company. Therefore, It Is Ordered, pursuant to Section 12(k) of the Securities Exchange Act of 1934, that trading in the securities of the above-listed company is E:\FR\FM\08JNN1.SGM 08JNN1 33378 Federal Register / Vol. 76, No. 110 / Wednesday, June 8, 2011 / Notices suspended for the period from 9:30 a.m. EDT on Monday, June 6, 2011 and terminating at 11:59 p.m. E.D.T. on Friday, June 17, 2011. By the Commission. Elizabeth M. Murphy, Secretary. [FR Doc. 2011–14285 Filed 6–6–11; 4:15 pm] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–64584; File No. SR–Phlx– 2011–69] Self-Regulatory Organizations; Notice of Filing and Immediate Effectiveness of Proposed Rule Change by NASDAQ OMX PHLX LLC To Conform Exchange Rules June 2, 2011. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on May 25, 2011, NASDAQ OMX PHLX LLC (‘‘Phlx’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. sroberts on DSK5SPTVN1PROD with NOTICES I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend its Fee Schedule and Exchange Rules 99, 274, 279, 501, 507, 510, 640, 722, 985, 1033, 1092, 1001A, 1047A, 3201, 3211, 3228, 3312, 3404 and 3405 to conform the text of the Fee Schedule and Rules to a rule change that was recently approved by the Commission.3 The text of the proposed rule change is available on the Exchange’s Web site at http://nasdaqtrader.com/ micro.aspx?id=PHLXfilings, at the principal office of the Exchange, and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements U.S.C. 78s(b)(1). CFR 240.19b–4. 3 See Securities Exchange Act Release No. 64338 (April 25, 2011), 76 FR 12180 (March 4, 2011) (SR– Phlx–2011–13). concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The purpose of the proposed rule change is to conform the Exchange’s Fee Schedule and/or text of various Rules, as applicable, to utilize language consistently throughout the Rulebook. The Exchange recently filed a rule change, to among other things, change the name of the Exchange’s Board from a ‘‘Board of Governors’’ to a ‘‘Board of Directors’’, eliminate references to foreign currency option participations, and capitalize all uses of the word ‘‘rule’’ where that word referred to an Exchange Rule.4 The Exchange proposes to amend the Fee Schedule and/or text of various Rules, as applicable, to change references to a Board of Governors to a Board of Directors and remove all references to foreign currency options participations and participants. In addition, the Exchange proposes to amend the Routing Fees in the Fee Schedule to reorder the Routing Fees, specifically to move C2 after CBOE for ease of reference. Additionally, the Exchange proposes to amend Rules 99, 274, 279, 501, 507, 510, 640, 722, 985, 1033, 1092, 1001A, 1047A, 3201, 3211, 3228, 3312, 3404 and 3405 to capitalize all uses of the word ‘‘rule’’ where that word referred to an Exchange Rule. The Exchange inadvertently did not amend the Rule references in the prior filing.5 2. Statutory Basis The Exchange believes that its proposal is consistent with Section 6(b) of the Act 6 in general, and furthers the objectives of Section 6(b)(5) of the Act 7 in particular, in that it is designed to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general to protect investors and the public interest, by 1 15 2 17 VerDate Mar<15>2010 21:51 Jun 07, 2011 Jkt 223001 4 Id. conforming the language in the Exchange’s Fee Schedule and Rules so that it is consistent throughout. The Exchange believes that these amendments will clarify the Exchange’s Rules (including the Fee Schedule) to the benefit of the membership. The Exchange believes that making the rules consistent will eliminate confusion with respect to the various references it is amending. B. Self-Regulatory Organization’s Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were either solicited or received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Pursuant to Section 19(b)(3)(A) of the Act 8 and Rule 19b–4(f)(1) 9 thereunder, the Exchange has designated this proposal as one that constitutes a stated policy, practice or interpretation with respect to the meaning, administration, or enforcement of an existing rule of the SRO, and therefore has become effective. At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule should be approved or disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission’s Internet comment form (http://www.sec.gov/ rules/sro.shtml); or 5 Id. 6 15 7 15 PO 00000 U.S.C. 78f(b). U.S.C. 78f(b)(5). Frm 00188 Fmt 4703 8 15 9 17 Sfmt 4703 E:\FR\FM\08JNN1.SGM U.S.C. 78s(b)(3)(A). CFR 240.19b–4(f)(1). 08JNN1

Agencies

[Federal Register Volume 76, Number 110 (Wednesday, June 8, 2011)]
[Notices]
[Pages 33377-33378]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-14285]


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SECURITIES AND EXCHANGE COMMISSION

[File No. 500-1]:


In The Matter of: Artfest International, Inc; Order of Suspension 
of Trading

    JUNE 6, 2011.
    It appears to the Securities and Exchange Commission that there is 
a lack of current and accurate information concerning the securities of 
Artfest International, Inc. (``Artfest'') because of questions 
regarding the accuracy and adequacy of assertions by Artfest, in its 
2010 Form 10-K and amended Form 10-K filed with the Commission, 
concerning, among other things, an independent audit of Artfest's 
financial statements for the fiscal year ended December 31, 2010, which 
was not performed, and financial statements for the 2010 period that 
are referenced in the filings as ``audited,'' when they were not.
    The Commission is of the opinion that the public interest and the 
protection of investors require a suspension of trading in the 
securities of the above-listed company.
    Therefore, It Is Ordered, pursuant to Section 12(k) of the 
Securities Exchange Act of 1934, that trading in the securities of the 
above-listed company is

[[Page 33378]]

suspended for the period from 9:30 a.m. EDT on Monday, June 6, 2011 and 
terminating at 11:59 p.m. E.D.T. on Friday, June 17, 2011.

    By the Commission.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011-14285 Filed 6-6-11; 4:15 pm]
BILLING CODE 8011-01-P