| 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 |