SEC Filing | Frequency Electronics, Inc.

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CUSIP No. 358010106	13G/A	Page 1 of 5 Pages

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Frequency Electronics, Inc.

(Name of Issuer)

Common Stock, $1.00 par value per share

(Title of Class of Securities)

358010106

(CUSIP Number)

December 31, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form

with respect to the subject class of securities, and for any subsequent amendment containing

information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the

purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the

liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see

the Notes).


CUSIP No. 358010106	13G/A	Page 2 of 5 Pages


1. Name of Reporting Persons.
I.R.S. Identification No. of above persons (entities only).

Delaware Charter Guarantee & Trust Company dba Principal Trust Company as
Trustee for the Frequency Electronics, Inc. Employee Stock Ownership Plan and the
Frequency Electronics, Inc. 401(k) Savings Plan, IRS No. 51-0099493.


2. Check the Appropriate Box if a Member of a Group:

(a) ¨

(b) ¨


3. SEC Use Only


4. Citizenship or Place of Organization:


Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:

	5. Sole Voting Power:
	0

Number of	6. Shared Voting Power:
Shares	865,553
Beneficially
Owned By	7. Sole Dispositive Power:
Each	0
Reporting
Person With:	8. Shared Dispositive Power:
	865,553


9. Aggregate Amount Beneficially owned by Each Reporting Person
865,553


10. Check if Aggregate Amount in Row (9) Excludes Certain Shares:
¨


11. Percent of Class Represented by Amount in Row (9):
10.48%


12. Type of Reporting Person:
EP


CUSIP No. 358010106	13G/A	Page 3 of 5 Pages


Item 1.

(a) Name of Issuer:			Frequency Electronics, Inc.
(b) Address of Issuer’s Principal Executive Offices:			55 Charles Lindbergh Blvd
			Mitchel Field, NY 11553

Item 2.

(a) – (c) Name, Principal Business Address and Citizenship of Person Filing:

Delaware Charter Guarantee & Trust Company dba Principal Trust Company as Trustee
for the Frequency Electronics, Inc. Employee Stock Ownership Plan and the Frequency
Electronics, Inc. 401(k) Savings Plan
1013 Centre Road
Wilmington, Delaware 19805

Citizenship:	Delaware

(d) Title of Class of Securities:		Common Stock, $1.00 par value per share

(e) CUSIP Number:		358010106

Item 3. If this statement is filed pursuant to Rule 13D-1(b) or 13D-2(b) or (c), check whether the
person filing is a:

(f) x An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

Item 4. Ownership - Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

(a) The Frequency Electronics, Inc. Employee Stock Ownership Plan (“ESOP Plan”) and the
Frequency Electronics, Inc. 401(k) Savings Plan (“401(k) Plan”) (collectively, the “Plans”)
are each subject to the Employee Retirement Income Security Act of 1974 (“ERISA”).
Delaware Charter Guarantee & Trust Company dba Principal Trust Company acts as the
Trustee for the ESOP Plan Trust and the 401(k) Plan Trust (collectively, the “Trusts”). As of
December 31, 2010, the ESOP Plan Trust held 456,175 shares of the Issuer’s common stock
and the 401(k) Plan Trust held 409,378 shares of the Issuer’s common stock for an aggregate
of 865,553 shares of the Issuer’s common stock. The securities reported include all shares
held of record by the Trustee as trustee of the Trusts. The Trustee follows the directions of
the Employer, Frequency Electronics, Inc. (the “Employer”), or other parties designated in
the trust agreement between the Employer and the Trustee, with respect to voting and
disposition of shares. The Trustee, however, is subject to fiduciary duties under ERISA. The
Trustee disclaims beneficial ownership of the shares of common stock that are the subject of
this Schedule 13G.


CUSIP No. 358010106	13G/A	Page 4 of 5 Pages


(b) The 865,553 shares of common stock represent 10.48% of the Issuer’s outstanding shares of
common stock. The percent of class is based on shares outstanding as of December 31, 2010,
as provided by the Issuer.

(c) Number of shares as to which such person has:
(i)	Sole power to vote or direct the vote: 0
(ii)	Shared power to vote or direct the vote: 865,553
(iii)	Sole power to dispose or direct the disposition of: 0
(iv)	Shared power to dispose or direct the disposition of: 865,553

Item 5. Ownership of Five Percent or Less of Class

Not Applicable

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

Not Applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company

Not Applicable

Item 8. Identification and Classification of Members of the Group

Not Applicable

Item 9. Notice of Dissolution of Group

Not Applicable

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of having or influencing the control of the issuer of the securities
and are not acquired and are not held in connection with or as a participant in any transaction having
that purpose or effect.


CUSIP No. 358010106	13G/A	Page 5 of 5 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set

forth in this statement is true, complete and correct.

Delaware Charter Guarantee & Trust Company

/s/_Kristin M. Camp_____

Kristin M. Camp

Vice President, Operations

February 9, 2011