In the Matter of Primegen Energy Corp.; Order of Suspension of Trading, 9631 [2010-4502]
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Federal Register / Vol. 75, No. 41 / Wednesday, March 3, 2010 / Notices
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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
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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
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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
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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