Closed-End Fund Seeks to Convert to Open-End Form

When Global Real Estate Investments Fund was organized in 2009, the closed-end interval fund structure was chosen as most appropriate for the Fund’s investment objective and intended method of operation.  The Fund's Adviser believed that the closed-end interval fund structure would help minimize the potential negative impact of unexpected net redemptions due to short-term trading resulting from day to day volatility in the market.  Nonetheless, the Fund’s initial prospectus contemplated that the Fund’s Board of Trustees would eventually consider the conversion of the Fund into an open-end investment company on or about December 31, 2016. 

In light of changes in market conditions and investor sentiment, in particular the desire of many investors to have immediate access to their invested capital, the Adviser believes that by converting to an open-end fund structure the Fund could experience significant growth without impairing the Adviser’s ability to effectively manage the Fund’s portfolio with an eye toward long-term appreciation.  The preliminary proxy material for the special meeting of shareholders to be held March 24 was filed on Form PRE 14A dated 2/14/11 (SEC file no. 811-22322). 

Proxy Proposal #4 seeks shareholder approval to a) change the subclassification of the Fund from that of a closed-end investment company to that of an open-end investment company, (b) eliminate the Fund’s fundamental policy regarding quarterly repurchases, and (c) eliminate provisions in the Fund’s Declaration which discuss potential conversion of the Fund to an open-end investment company.  Global Real Estate filed a Form N-1A on 2/23/11 to register Class A shares under the 1933 Act.  The proposed conversion will not be implemented until after the Registration allowing the continuous offering of shares becomes effective.

8-K Filings Reporting Revocation of Auditor Registration by PCAOB

View Systems, Inc. Form 8-K filed 2/16/11 (SEC file no. 0-30178): 
SEC Staff had advised View Systems that the Public Company Accounting Oversight Board (“PCAOB”) registration of the company's former independent accountant, Larry O’Donnell, CPA, P.C., had been revoked effective December 14, 2010.  Because the company has a registration statement on Form S-1 pending with the SEC containing audit reports prepared by Larry O’Donnell, CPA, P.C., it must obtain a re-audit of the financial statements for the year ended December 31, 2009 before the Form S-1 registration statement will be declared effective.  On January 19, View Systems engaged Robert L. White & Associates, Inc. to audit the financial statements for the years ended December 31, 2010 and 2009. 

Imperial Resources, Inc. Form 8-K filed 2/7/11 (SEC file no. 0-53332):
On January 27, Imperial Resources was notified by the SEC that the PCAOB had revoked the registration of J. Crane CPA, P.C. (“J. Crane”) on January 19, 2011.  J. Crane was the company’s former independent registered public accounting firm, and rendered an opinion on the Annual Report for the year ended March 31, 2009.  On June 17, 2009, the company dismissed J. Crane as auditor and engaged Madsen & Associates.  In regards to the financial statements for FY09, Madsen relied entirely upon the audit and report previously issued by J. Crane.  Madsen will re-audit the FY09 financials and will include an audit report for all periods presented in an amended 10K for the FY10 and FY09, of which the company anticipates filing on or before April 15, 2011.

Add-on Exchange, Inc. Form 8-K filed 1/27/11 (SEC file no. 0-52867):
The company received a letter from the SEC on January 6 advising that effective October 22, 2010, the PCAOB revoked the registration of Gately & Associates LLC ("Gately") and that, since Gately was no longer registered with the PCAOB, Add-on Exchange may not include Gately's audit reports in SEC filings.  Accordingly, the financial statements for the fiscal year ended September 30, 2009, must be re-audited by an independent public accounting firm registered with the PCAOB.  Add-on engaged Sherb & Co. on January 14 to conduct this audit.

Issuers Implementing Clawback Policies and Plan Provisions

Section 954 of The Dodd-Frank Wall Street Reform and Consumer Protection Act requires the SEC to create a rule requiring public companies to recover incentive-based executive compensation that was paid out based on inaccurate financial statements.  These "clawback" or recoupment provisions are more stringent than under Section 304 of the Sarbanes-Oxley Act of 2002, which extends only to the CEO and CFO and which requires misconduct on the part of the executives or other employees rather than financial restatement due to erroneous data or material noncompliance.

Some companies or their respective board compensation committees have signaled their intent to implement a clawback policy or to modify existing compensation recoupment provisions following the SEC’s final rulemaking (see DEF14A proxy filings on February 2 by Analog Devices, Inc. and Ciena Corp.)  Others are forging ahead. 

GameStop Corp. filed a Form 8-K on February 8 reporting a new Clawback Policy under Item 8 (Other Events).  The policy provides for reimbursement of annual incentive payments or long-term incentive payments to a current or former executive officer of the Company where the payment was based on inaccurate financials over a three-year look-back period. 

DGT Holdings Corp. filed an amended and restated 2007 Incentive Stock Plan with its DEF14A filed on January 26, seeking to increase the number of shares under the plan.  Certain changes to the plan approved by the board will be effective upon shareholder approval of the plan proposal, including a clawback provision that was added to reflect Dodd-Frank legislation. The new Clawback provision is Section 18 of the amended and restated plan. 

Central Pacific Financial Corp. issued preferred shares and a ten-year warrant to the U.S. Treasury in 2009 under the Troubled Asset Relief Program Capital Purchase Program.  In the Compensation Disclosure & Analysis section of the PRE14A filed on February 3, Central Pacific notes that although it does not have a separate policy regarding clawback of incentive awards in the event of misstated or restated financials results, the company's participation in the Capital Purchase Program requires it to ensure that any executive incentive compensation plan does include such a provision for inaccurate financial statements or incentive criteria. 

Secured Notes Offered to Members of U-Haul Investors Club

AMERCO filed four prospectus supplements on February 3 under a universal shelf registration statement (file no. 333-169832), each relating to a series of asset-backed notes with maturities ranging from three to 25 years.  Prospective investors must become a member of the U-Haul Investors Club and comply with the instructions available at http://www.uhaulinvestorsclub.com/.  Principal and interest on the notes will be credited to each holder’s U-Haul Investors Club account in arrears every three months, beginning three months from the issue date, until the maturity date.

Prospective investors are required to complete a membership application, complete a note subscription offer, set up a U-Haul Investors Club online account through which members pay for the notes, and receive and deliver in electronic format any and all documents, statements and communications related to the offering.  To begin investing, a Club account must have a balance of at least $100.  Members can then add or withdraw funds in any denomination through a checking or savings account that is linked to the Club account and processed through ACH (Automated Clearing House).  

The offerings of fully amortized notes are comprised of:

• $2,000,000 aggregate principal amount of 7% notes secured by a first priority lien and deed to secure debt on real property and improvements thereon located in Clayton County, Georgia consisting of a 650-unit U-Haul operated rental center and self-storage facility, together with approximately 4.43 acres of adjacent bare land.
• $500,000 aggregate principal amount of 5% notes secured by a first priority lien on 1,250 designated U-Haul portable storage containers.
• $500,000 aggregate principal amount of 6% notes secured by a first priority lien on 500 designated U-Haul tow dollies.
• $254,800 aggregate principal amount of 4.5% notes secured by a first priority lien on 2,548 designated U-Haul appliance dollies.

The notes are being issued in uncertificated book-entry form only, through the U-Haul Investors Club website.  The notes are not transferable except between Club members through privately negotiated transactions.  AMERCO, a Nevada corporation traded on the NASDAQ Global Select Market, is the holding company for U-Haul International, Inc.