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 

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