In the Matter of Primegen Energy Corp.; Order of Suspension of Trading, 9631 [2010-4502]

Download as PDF Federal Register / Vol. 75, No. 41 / Wednesday, March 3, 2010 / Notices mstockstill on DSKH9S0YB1PROD with NOTICES 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 VerDate Nov<24>2008 16:08 Mar 02, 2010 Jkt 220001 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 PO 00000 Frm 00060 Fmt 4703 Sfmt 9990 9631 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 E:\FR\FM\03MRN1.SGM 03MRN1

Agencies

[Federal Register Volume 75, Number 41 (Wednesday, March 3, 2010)]
[Notices]
[Page 9631]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2010-4502]


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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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