Federal Register / Vol. 75, No. 41 / Wednesday, March 3, 2010 / Notices 9629 

1Applicants also request relief for future unit 

investment trusts (collectively, with the Millington 

Trusts, the ‘‘Trusts’’) and series of the Trusts 

(‘‘Series’’) that are sponsored by Millington or any 

entity controlling, controlled by or under common 

control with Millington (together with Millington, 

the ‘‘Depositors’’). Any future Trust and Series that 

relies on the requested order will comply with the 

terms and conditions of the application. All existing 

entities that currently intend to rely on the 

requested order are named as applicants. 

institutions with multiple affiliates. We 

estimate that it will take a typical newly 

registered unaffiliated institution 

approximately 65 hours to review, 

identify, and document their safeguard 

policies and procedures, for a total of 

29,250 hours for all newly registered 

unaffiliated entities. 

Therefore, we estimate that the total 

annual hourly burden associated with 

the safeguards rule is 87,460 hours. We 

also estimate that all covered 

institutions will be respondents each 

year, for a total of 21,225 respondents. 

These estimates of average burden 

hours are made solely for the purposes 

of the Paperwork Reduction Act. An 

agency may not conduct or sponsor, and 

a person is not required to respond to 

a collection of information unless it 

displays a currently valid control 

number. The safeguard rule does not 

require the reporting of any information 

or the filing of any documents with the 

Commission. The collection of 

information required by the safeguard 

rule is mandatory. 

Written comments are invited on: (a) 

Whether the proposed collection of 

information is necessary for the proper 

performance of the functions of the 

agency, including whether the 

information will have practical utility; 

(b) the accuracy of the agency’s estimate 

of the burden of the collection of 

information; (c) ways to enhance the 

quality, utility, and clarity of the 

information collected; and (d) ways to 

minimize the burden of the collection of 

information on respondents, including 

through the use of automated collection 

techniques or other forms of information 

technology. Consideration will be given 

to comments and suggestions submitted 

in writing within 60 days of this 

publication. 

Please direct your written comments 

to Charles Boucher, Director/CIO, 

Securities and Exchange Commission, 

C/O Shirley Martinson, 6432 General 

Green Way, Alexandria, VA 22312; or 

send an e-mail to: 

PRA_Mailbox@sec.gov. 

Dated: February 23, 2010. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–4335 Filed 3–2–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

29160; 812–13595] 

Millington Securities, Inc. and 

Millington Unit Investment Trusts; 

Notice of Application 

February 25, 2010. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application under 

(a) section 6(c) of the Investment 

Company Act of 1940 (‘‘Act’’) for an 

exemption from sections 2(a)(32), 

2(a)(35), 14(a), 19(b), 22(d) and 

26(a)(2)(C) of the Act and rules 19b–1 

and rule 22c–1 thereunder and (b) 

sections 11(a) and 11(c) of the Act for 

approval of certain exchange and 

rollover privileges. 

APPLICANTS: Millington Securities, Inc. 

(‘‘Millington’’) and Millington Unit 

Investment Trusts (the ‘‘Millington 

Trusts’’).1

SUMMARY OF APPLICATION: Applicants 

request an order to permit certain unit 

investment trusts to: (a) Impose sales 

charges on a deferred basis and waive 

the deferred sales charge in certain 

cases; (b) offer unitholders certain 

exchange and rollover options; (c) 

publicly offer units without requiring 

the Depositor to take for its own account 

$100,000 worth of units; and (d) 

distribute capital gains resulting from 

the sale of portfolio securities within a 

reasonable time after receipt. 

FILING DATES: The application was filed 

on October 27, 2008 and amended on 

March 19, 2009, December 4, 2009, 

February 24, 2010 and February 25, 

2010. 

HEARING OR NOTIFICATION OF HEARING: An 

order granting the application will be 

issued unless the Commission orders a 

hearing. Interested persons may request 

a hearing by writing to the 

Commission’s Secretary and serving 

applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on March 19, 2010, and 

should be accompanied by proof of 

service on the applicants, in the form of 

an affidavit, or, for lawyers, a certificate 

of service. Hearing requests should state 

the nature of the writer’s interest, the 

reason for the request, and the issues 

contested. Persons who wish to be 

notified of a hearing may request 

notification by writing to the 

Commission’s Secretary. 

ADDRESSES: Secretary, Securities and 

Exchange Commission, 100 F Street, 

NE., Washington, DC 20549–1090; 

Applicants, 222 S. Mill Street, 

Naperville, Illinois 60540. 

FOR FURTHER INFORMATION CONTACT: 

Emerson S. Davis, Sr., Senior Counsel, 

at (202) 551–6868, or Julia Kim Gilmer, 

Branch Chief, at (202) 551–6821 (Office 

of Investment Company Regulation, 

Division of Investment Management). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

Web site by searching for the file 

number, or an applicant using the 

Company name box, at http:// 

www.sec.gov/search/search.htm or by 

calling (202) 551–8090. 

Applicants’ Representations: 

1. The Millington Trust is a unit 

investment trust (‘‘UIT’’) that is 

registered under the Act. Any future 

Trust will be a registered UIT. 

Millington, an Illinois corporation, is 

registered under the Securities 

Exchange Act of 1934 as a broker-dealer 

and is the Depositor of the Millington 

Trusts. Each Series will be created by a 

trust indenture between the Depositor 

and a banking institution or trust 

company as trustee (‘‘Trustee’’). 

2. The Depositor acquires a portfolio 

of securities, which it deposits with the 

Trustee in exchange for certificates 

representing units of fractional 

undivided interest in the Series’ 

portfolio (‘‘Units’’). The Units are offered 

to the public through the Depositor and 

dealers at a price which, during the 

initial offering period, is based upon the 

aggregate market value of the underlying 

securities, or, the aggregate offering side 

evaluation of the underlying securities if 

the underlying securities are not listed 

on a securities exchange, plus a frontend sales charge. The maximum sales 

charge may be reduced in compliance 

with rule 22d-1 under the Act in certain 

circumstances, which are disclosed in 

the Series’ prospectus. 

3. The Depositor is not legally 

obligated, and does not currently 

intend, to maintain a secondary market 

for Units of outstanding equity Series, 

but may seek to do so in the future. 

Other broker-dealers may or may not 

maintain a secondary market for Units 

of a Series. If a secondary market is 

maintained, investors will be able to 

mstockstill on DSKH9S0YB1PROD with NOTICES

9630 Federal Register / Vol. 75, No. 41 / Wednesday, March 3, 2010 / Notices 

purchase Units on the secondary market 

at the current public offering price plus 

a front-end sales charge. If such a 

market is not maintained at any time for 

any Series, holders of the Units 

(‘‘Unitholders’’) of that Series may 

redeem their Units through the Trustee. 

A. Deferred Sales Charge and Waiver of 

Deferred Sales Charge Under Certain 

Circumstances 

1. Applicants request an order to the 

extent necessary to permit one or more 

Series to impose a sales charge on a 

deferred basis (‘‘DSC’’). For each Series, 

the Depositor would set a maximum 

sales charge per Unit, a portion of which 

may be collected ‘‘up front’’ (i.e., at the 

time an investor purchases the Units). 

The DSC would be collected 

subsequently in installments 

(‘‘Installment Payments’’) as described in 

the application. The Depositor would 

not add any amount for interest or any 

similar or related charge to adjust for 

such deferral. 

2. When a Unitholder redeems or sells 

Units, the Depositor intends to deduct 

any unpaid DSC from the redemption or 

sale proceeds. When calculating the 

amount due, the Depositor will assume 

that Units on which the DSC has been 

paid in full are redeemed or sold first. 

With respect to Units on which the DSC 

has not been paid in full, the Depositor 

will assume that the Units held for the 

longest time are redeemed or sold first. 

Applicants represent that the DSC 

collected at the time of redemption or 

sale, together with the Installment 

Payments and any amount collected up 

front, will not exceed the maximum 

sales charge per Unit. Under certain 

circumstances, the Depositor may waive 

the collection of any unpaid DSC in 

connection with redemptions or sales of 

Units. These circumstances will be 

disclosed in the prospectus for the 

relevant Series and implemented in 

accordance with rule 22d–1 under the 

Act. 

3. Each Series offering Units subject to 

a DSC will state the maximum charge 

per Unit in its prospectus. In addition, 

the prospectus for such Series will 

include the table required by Form N– 

1A (modified as appropriate to reflect 

the difference between UITs and openend management investment 

companies) and a schedule setting forth 

the number and date of each Installment 

Payment, along with the duration of the 

collection period. The prospectus also 

will disclose that portfolio securities 

may be sold to pay the DSC if 

distribution income is insufficient and 

that securities will be sold pro rata, if 

practicable, otherwise a specific security 

will be designated for sale. 

B. Exchange Option and Rollover 

Option 

1. Applicants request an order to the 

extent necessary to permit Unitholders 

of a Series to exchange their Units for 

Units of another Series (‘‘Exchange 

Option’’) and Unitholders of a Series 

that is terminating to exchange their 

Units for Units of a new Series of the 

same type (‘‘Rollover Option’’). The 

Exchange Option and Rollover Option 

would apply to all exchanges of Units 

sold with a front-end sales charge or 

DSC. 

2. A Unitholder who purchases Units 

under the Exchange Option or Rollover 

Option would pay a lower sales charge 

than that which would be paid for the 

Units by a new investor. The reduced 

sales charge will be reasonably related 

to the expenses incurred in connection 

with the administration of the DSC 

program, which may include an amount 

that will fairly and adequately 

compensate the Depositor and 

participating underwriters and brokers 

for their services in providing the DSC 

program. 

Applicants’ Legal Analysis: 

A. DSC and Waiver of DSC 

1. Section 4(2) of the Act defines a 

‘‘unit investment trust’’ as an investment 

company that issues only redeemable 

securities. Section 2(a)(32) of the Act 

defines a ‘‘redeemable security’’ as a 

security that, upon its presentation to 

the issuer, entitles the holder to receive 

approximately his or her proportionate 

share of the issuer’s current net assets or 

the cash equivalent of those assets. Rule 

22c–1 under the Act requires that the 

price of a redeemable security issued by 

a registered investment company for 

purposes of sale, redemption or 

repurchase be based on the security’s 

current net asset value (‘‘NAV’’). Because 

the collection of any unpaid DSC may 

cause a redeeming Unitholder to receive 

an amount less than the NAV of the 

redeemed Units, applicants request 

relief from section 2(a)(32) and rule 

22c–1. 

2. Section 22(d) of the Act and rule 

22d–1 under the Act require a registered 

investment company and its principal 

underwriter and dealers to sell 

securities only at the current public 

offering price described in the 

investment company’s prospectus, with 

the exception of sales of redeemable 

securities at prices that reflect 

scheduled variations in the sales load. 

Section 2(a)(35) of the Act defines the 

term ‘‘sales load’’ as the difference 

between the sales price and the portion 

of the proceeds invested by the 

depositor or trustee. Applicants request 

relief from section 2(a)(35) and section 

22(d) to permit waivers, deferrals or 

other scheduled variations of the sales 

load. 

3. Under section 6(c) of the Act, the 

Commission may exempt classes of 

transactions, if and to the extent that 

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 their 

proposal meets the standards of section 

6(c). Applicants state that the provisions 

of section 22(d) are intended to prevent 

(a) riskless trading in investment 

company securities due to backward 

pricing, (b) disruption of orderly 

distribution by dealers selling shares at 

a discount, and (c) discrimination 

among investors resulting from different 

prices charged to different investors. 

Applicants assert that the proposed DSC 

program will present none of these 

abuses. Applicants further state that all 

scheduled variations in the sales load 

will be disclosed in the prospectus of 

each Series and applied uniformly to all 

investors, and that applicants will 

comply with all the conditions set forth 

in rule 22d–1. 

4. Section 26(a)(2)(C) of the Act, in 

relevant part, prohibits a trustee or 

custodian of a UIT from collecting from 

the trust as an expense any payment to 

the trust’s depositor or principal 

underwriter. Because the Trustee’s 

payment of the DSC to the Depositor 

may be deemed to be an expense under 

section 26(a)(2)(C), applicants request 

relief under section 6(c) from section 

26(a)(2)(C) to the extent necessary to 

permit the Trustee to collect Installment 

Payments and disburse them to the 

Depositor. Applicants submit that the 

relief is appropriate because the DSC is 

more properly characterized as a sales 

load. 

B. Exchange Option and Rollover 

Option 

1. Sections 11(a) and 11(c) of the Act 

prohibit any offer of exchange by a UIT 

for the securities of another investment 

company unless the terms of the offer 

have been approved in advance by the 

Commission. Applicants request an 

order under sections 11(a) and 11(c) for 

Commission approval of the Exchange 

Option and the Rollover Option. 

C. Net Worth Requirement 

1. Section 14(a) of the Act requires 

that a registered investment company 

have $100,000 of net worth prior to 

making a public offering. Applicants 

state that each Series will comply with 

this requirement because the Depositor 

mstockstill on DSKH9S0YB1PROD with NOTICES

Federal Register / Vol. 75, No. 41 / Wednesday, March 3, 2010 / Notices 9631 

will deposit more than $100,000 of 

securities. Applicants assert, however, 

that the Commission has interpreted 

section 14(a) as requiring that the initial 

capital investment in an investment 

company be made without any intention 

to dispose of the investment. Applicants 

state that, under this interpretation, a 

Series would not satisfy section 14(a) 

because of the Depositor’s intention to 

sell all the Units of the Series. 

2. Rule 14a–3 under the Act exempts 

UITs from section 14(a) if certain 

conditions are met, one of which is that 

the UIT invest only in ‘‘eligible trust 

securities,’’ as defined in the rule. 

Applicants state that they may not rely 

on rule 14a–3 because certain Series 

(collectively, ‘‘Equity Series’’) will invest 

all or a portion of their assets in equity 

securities or shares of registered 

investment companies which do not 

satisfy the definition of eligible trust 

securities. 

3. Applicants request an exemption 

under section 6(c) of the Act to the 

extent necessary to exempt the Equity 

Series from the net worth requirement 

in section 14(a). Applicants state that 

the Series and the Depositor will 

comply in all respects with the 

requirements of rule 14a–3, except that 

the Equity Series will not restrict their 

portfolio investments to ‘‘eligible trust 

securities.’’ 

D. Capital Gains Distribution 

1. Section 19(b) of the Act and rule 

19b–1 under the Act provide that, 

except under limited circumstances, no 

registered investment company may 

distribute long-term gains more than 

once every twelve months. Rule 19b– 

1(c), under certain circumstances, 

exempts a UIT investing in eligible trust 

securities (as defined in rule 14a–3) 

from the requirements of rule 19b–1. 

Because the Equity Series do not limit 

their investments to eligible trust 

securities, however, the Equity Series 

will not qualify for the exemption in 

paragraph (c) of rule 19b–1. Applicants 

therefore request an exemption under 

section 6(c) from section 19(b) and rule 

19b–1 to the extent necessary to permit 

capital gains earned in connection with 

the sale of portfolio securities to be 

distributed to Unitholders along with 

the Equity Series’ regular distributions. 

In all other respects, applicants will 

comply with section 19(b) and rule 19b– 

1. 

2. Applicants state that their proposal 

meets the standards of section 6(c). 

Applicants assert that any sale of 

portfolio securities would be triggered 

by the need to meet Trust expenses, 

Installment Payments, or by redemption 

requests, events over which the 

Depositor and the Equity Series do not 

have control. Applicants further state 

that, because principal distributions 

must be clearly indicated in 

accompanying reports to Unitholders as 

a return of principal and will be 

relatively small in comparison to 

normal dividend distributions, there is 

little danger of confusion from failure to 

differentiate among distributions. 

Applicants’ Conditions: 

Applicants agree that any order 

granting the requested relief will be 

subject to the following conditions: 

A. DSC Relief and Exchange and 

Rollover Options 

1. Whenever the Exchange Option or 

the Rollover Option is to be terminated 

or its terms are to be amended 

materially, any holder of a security 

subject to that privilege will be given 

prominent notice of the impending 

termination or amendment at least 60 

days prior to the date of termination or 

the effective date of the amendment, 

provided that: (a) No such notice need 

be given if the only material effect of an 

amendment is to reduce or eliminate the 

sales charge payable at the time of an 

exchange, to add one or more new 

Series eligible for the Exchange Option 

or the Rollover Option, or to delete a 

Series which has terminated; and (b) no 

notice need be given if, under 

extraordinary circumstances, either (i) 

there is a suspension of the redemption 

of Units of the Series under section 

22(e) of the Act and the rules and 

regulations promulgated thereunder, or 

(ii) a Series temporarily delays or ceases 

the sale of its Units because it is unable 

to invest amounts effectively in 

accordance with applicable investment 

objectives, policies and restrictions. 

2. An investor who purchases Units 

under the Exchange Option or the 

Rollover Option will pay a lower sales 

charge than that which would be paid 

for the Units by a new investor. 

3. The prospectus of each Series 

offering exchanges or rollovers and any 

sales literature or advertising that 

mentions the existence of the Exchange 

Option or Rollover Option will disclose 

that the Exchange Option and the 

Rollover Option are subject to 

modification, termination or suspension 

without notice, except in certain limited 

cases. 

4. Any DSC imposed on a Series’ 

Units will comply with the 

requirements of subparagraphs (1), (2) 

and (3) of rule 6c–10(a) under the Act. 

5. Each Series offering Units subject to 

a DSC will include in its prospectus the 

disclosure required by Form N–1A 

relating to deferred sales charges 

(modified as appropriate to reflect the 

differences between UITs and open-end 

management investment companies) 

and a schedule setting forth the number 

and date of each Installment Payment. 

B. Net Worth Requirement 

1. Applicants will comply in all 

respects with the requirements of rule 

14a–3 under the Act, except that the 

Equity Series will not restrict their 

portfolio investments to ‘‘eligible trust 

securities.’’ 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–4366 Filed 3–2–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[File No. 500–1] 

In the Matter of Primegen Energy 

Corp.; Order of Suspension of Trading 

March 1, 2010. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of PrimeGen 

Energy Corporation (‘‘PrimeGen’’) 

because of questions regarding the 

accuracy of publicly disseminated 

information concerning, among other 

things, the company’s current financial 

condition, management, and business 

operations. PrimeGen is quoted on the 

Pink Sheets under the symbol ‘‘PGNE.’’ 

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 securities of 

the above-listed company is suspended 

for the period from 9:30 a.m. EST, on 

March 1, 2010, through 11:59 p.m. EST, 

on March 12, 2010. 

By the Commission. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. 2010–4502 Filed 3–1–10; 11:15 am] 

BILLING CODE 8011–01–P 

mstockstill on DSKH9S0YB1PROD with NOTICES