UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSRS
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-09261
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Foxby Corp.
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(Exact name of registrant as specified in charter)
11 Hanover Square, New York, NY 10005
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(Address of principal executive offices) (Zipcode)
Thomas B. Winmill, President
11 Hanover Square
New York, NY 10005
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(Name and address of agent for service)
Registrant's telephone number, including area code: 1-212-344-6310
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Date of fiscal year end: 12/31/04
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Date of reporting period: 1/1/04 - 06/30/04
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Form N-CSRS is to be used by management investment companies to file reports
with the Commission not later than 10 days after the transmission to
stockholders of any report that is required to be transmitted to stockholders
under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1).
The Commission may use the information provided on Form N-CSR in its regulatory,
disclosure review, inspection, and policy making roles.
Item 1. Report to Shareholders
FOXBY
CORP.
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SEMI-ANNUAL REPORT
June 30, 2004
American Stock
Exchange Symbol:
FXX
11 Hanover Square
New York, NY 10005
www.foxbycorp.com
American Stock
FOXBY CORP. Exchange Symbol: FXX
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11 Hanover Square, New York, NY 10005
www.foxbycorp.com
July 21, 2004
Fellow Shareholders:
It is a pleasure to submit this Semi-Annual Report for Foxby Corp., and to
welcome our new shareholders who find the Fund's flexible total return
investment approach attractive.
As a non-diversified, closed end fund seeking total return, the Fund uses a
flexible strategy in the selection of securities, and is not limited by the
issuer's location, size, or market capitalization. The Fund may invest in equity
and fixed income securities of both new and seasoned U.S. and foreign issuers,
including securities convertible into common stock, debt securities, futures,
options, derivatives, and other instruments. The Fund also may employ aggressive
and speculative investment techniques, such as selling securities short and
borrowing money for investment purposes, an approach known as "leveraging," and
may invest defensively in high grade money market instruments.
At June 30, the Fund's top ten holdings comprised approximately 68% of
total assets. As a percent of net assets, investments in U.S. equities accounted
for about 24%, foreign equities about 13%, and equity short sales 35%. Defensive
holdings amounted to about 68%. As the Fund pursues its total return objective
through this flexible approach, these holdings and allocations are, of course,
subject to change at any time.
Market Report
On June 30th, the Federal Open Market Committee (FOMC) of the Federal
Reserve Bank raised the federal funds rate from 1% to 1.25%, the first increase
in the rate since June 2003 when the FOMC lowered the rate to 1%. Thus ended a
period of 16 rate cuts that started in January 2001 when federal funds stood at
6.5%. By some standards, the U.S. economy seems in better shape than it was a
year ago. Corporate earnings have greatly improved year-over-year, at a pace not
seen in the last 20 years and employment has improved. Yet, despite the increase
in corporate earnings, many companies appear cautious when it comes to hiring
full time employees and much of the new job growth is coming from part time
positions. In addition, overall consumer data suggest some hesitancy remains
about the acceptance of higher pricing in consumer goods. Personal consumption
statistics are positive, but consumer resistance to higher prices and the
addition of new suppliers to undercut current prices could slow the encouraging
pace of corporate earnings.
Against this economic backdrop, yields on 5 and 10 year Treasuries rose
from levels of 3.25% and 4.25%, respectively, at the start of the year to 3.77%
and 4.58%, respectively, at the end of June. It should be noted, however, that
during the period the highs were 4.10% and 4.87%, respectively, and the lows
were 2.64% and 3.68%, respectively, reflecting the fixed income markets'
heightened volatility. The Fund's strategy in view of these conditions was to
remain largely unhedged in the first quarter and more defensively invested in
the second quarter, inhibiting returns as its technology oriented investments
struggled early in the year before recovering somewhat later, leading to a
negative 10.18% return in the first half, compared to positive returns of 0.80%,
3.44%, and 2.22%, respectively for the Dow Jones Industrial
Average, the Standard & Poor's 500 Index, and the Nasdaq Composite Index.
The FOMC appears to be seeking to raise interest rates to a level that
allows for economic growth with low inflation, but without economic disruption.
In the last quarter of 2003 and the first quarter of 2004, consumer spending
rose at a 3.5% pace, but whether this pace will have continued in the quarter
just ended and will over the second half is difficult to predict. The stimulus
from the prior year's massive tax cuts may diminish and with higher interest
rates the booming mortgage and refinancing housing markets could contract. At
the same time, emerging internal and external political factors may have an
increasing influence, including the U.S. deficit, presidential election, global
terrorism, and Middle Eastern conflicts.
In these changing economic conditions, the Fund's flexibility to invest in
large or small capitalization companies, U.S. or foreign, and in virtually any
kind of security, gives it the advantage of being able to consider participating
in an investment in whatever form it may take in seeking to achieve an
attractive total return.
We appreciate your support and look forward to serving your investment
needs in the years ahead.
Sincerely,
/s/ Thomas B. Winmill
-----------------------------------
Thomas B. Winmill
President
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TOP TEN HOLDINGS
Comprise 68% of Total Assets
1. State Street Bank & Trust Repurchase Agreement
2. U.S. Treasury Bill, due 8/05/04
3. United Auto Group, Inc.
4. Nash-Finch Company
5. Safety Intelligence Systems Corp.
6. MetroGAS S.A.
7. France Telecom SA ADR
8. Central European Distribution Corp.
9. Bonso Electronics International Inc.
10. The Finish Line, Inc. Class A
FOXBY CORP. 2
Schedule of Portfolio Investments - June 30, 2004 (Unaudited)
Shares Market Value
---------- ------------
COMMON STOCKS - LONG (37.16%)
Communications Equipment (1.74%)
3,700 UTStarcom, Inc./(2)/ ..................................... $ 111,925
-----------
Computer & Office Equipment (1.37%)
1,000 International Business Machines Corp. .................... 88,150
-----------
Construction-Special Trade Contractors (0.71%)
5,000 Matrix Service Company /(2)/ ............................. 45,750
-----------
Finance Lessors (1.48%)
8,900 ePlus Inc./(2)/ .......................................... 94,785
-----------
Jewelry, Precious Metal (1.00%)
17,400 LJ International Inc./(2)/ ............................... 64,380
-----------
Miscellaneous Business Services (3.31%)
75,000 Safety Intelligence Systems Corp./(1)(2)/ ................ 212,145
-----------
Miscellaneous Industries & Commercial Machinery
& Equipment (2.08%)
22,282 Bonso Electronics International Inc./(2)/ ................ 133,692
-----------
Natural Gas Transmission (2.54%)
43,900 MetroGAS S.A. /(2)/ ...................................... 162,869
-----------
Precious Metals & Resources (1.57%)
127,500 Guinor Gold Corp./(2)/ ................................... 100,798
-----------
Retail-Auto Dealers & Gasoline Stations (4.78%)
10,000 United Auto Group, Inc. .................................. 306,500
-----------
Retail-Shoe Stores (2.07%)
4,400 The Finish Line, Inc. Class A/(2)/ ....................... 132,748
-----------
Security Brokers, Dealers & Flotation Companies (0.89%)
5,300 Maxcor Financial Group Inc. .............................. 56,710
-----------
Services-Prepackaged Software (1.46%)
5,200 Sybase, Inc./(2)/ ........................................ 93,600
-----------
State Commercial Banks (0.95%)
2,600 Crescent Banking Company ................................. 61,100
-----------
See accompanying notes to financial statements.
3 FOXBY CORP.
Schedule of Portfolio Investments - June 30, 2004 (Unaudited)
Shares Market Value
---------- ------------
COMMON STOCKS - LONG (continued)
Telephone & Telegraph Apparatus (2.25%)
5,500 France Telecom SA ADR .................................... $ 144,540
-----------
Telephone Communications (1.94%)
4,100 IDT Corp./(2)/ ........................................... 73,923
14,300 Level 3 Communications, Inc. /(2)/ ....................... 50,765
-----------
124,688
-----------
Unsupported Plastics Film & Sheet (1.39%)
5,300 Atlantis Plastics, Inc. /(2)/ ............................ 89,040
-----------
Wholesale-Beer, Wine & Distilled Alcoholic Beverages
(2.24%)
5,500 Central European Distribution Corporation /(2)/ .......... 143,801
-----------
Wholesale-Groceries & Related Products (3.39%)
8,700 Nash-Finch Company ....................................... 217,761
-----------
Total Common Stocks - Long (cost: $2,382,681) ......... 2,384,982
-----------
Par Value
----------
SHORT TERM INVESTMENTS (68.39%)
$2,000,000 U.S. Treasury Bill, due 8/05/04 .......................... 1,998,019
2,391,249 Repurchase Agreement with State Street Bank & Trust,
0.10%, due 7/01/04 (collateralized by U.S.
Treasury Notes) .......................................... 2,391,249
-----------
Total Short Term Investments (cost: $4,389,268) ....... 4,389,268
-----------
Shares
----------
COMMON STOCKS - SHORT (-35.26%)
Biological Products (-2.30%)
(2,200) Gilead Sciences, Inc. /(2)/ .............................. (147,400)
-----------
Communication Services (-2.36%)
(3,500) SpectraSite, Inc. /(2)/ .................................. (151,270)
-----------
Computer Terminals (-1.84%)
(11,000) Universal Display Corporation /(2)/ ...................... (118,140)
-----------
Crude Petroleum & Natural Gas (-2.22%)
(16,000) FX Energy, Inc. /(2)/ .................................... (142,560)
-----------
See accompanying notes to financial statements.
FOXBY CORP. 4
Schedule of Portfolio Investments - June 30, 2004 (Unaudited)
Shares Market Value
---------- ------------
COMMON STOCKS - SHORT (continued)
Electrical Industrial Apparatus (-1.98%)
(17,000) Plug Power Inc. /(2)/ .................................... $ (127,160)
-----------
Electronic Components & Accessories (-2.31%)
(23,000) Acacia Research Corporation /(2)/ ........................ (148,350)
-----------
Insurance (-2.21%)
(6,000) China Life Insurance Company Limited /(2)/ ............... (142,140)
-----------
Pharmaceutical Preparations (-2.10%)
(2,400) Genentech, Inc. /(2)/ .................................... (134,880)
-----------
Semiconductors & Related Devices (-6.43%)
(3,400) Linear Technology Corporation ............................ (134,198)
(2,900) Maxim Integrated Products, Inc. .......................... (152,018)
(7,100) Rambus Inc. /(2)/ ........................................ (126,167)
-----------
(412,383)
-----------
Services-Business Services, Nec (-6.62%)
(27,000) Circle Group Holdings, Inc. /(2)/ ........................ (139,050)
(1,700) eBay Inc. /(2)/ .......................................... (156,315)
(68,000) eMerge Interactive, Inc. /(2)/ ........................... (129,880)
-----------
(425,245)
-----------
Services-Computer Integrated Systems Design (-2.72%)
(4,800) Yahoo! Inc. /(2)/ ........................................ (174,384)
-----------
Services-Computer Programming Services (-2.17%)
(1,500) Infosys Technologies Limited ............................. (139,155)
-----------
Total Common Stocks - Short (proceeds: $2,072,910) .... (2,263,067)
-----------
Other Assets, Less Liabilities (29.71%) ............... 1,906,824
-----------
TOTAL NET ASSETS (100.00%) ......................... $ 6,418,007
===========
/(1)/ Security is not publicly traded.
/(2)/ Non-income producing security.
See accompanying notes to financial statements.
5 FOXBY CORP.
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2004 (Unaudited)
ASSETS:
Investments at market value (cost: $6,771,949) (Note 2) ..... $ 6,774,250
Receivable from broker for proceeds on
securities sold short sold ............................... 2,072,910
Other assets ................................................... 982
------------
Total assets ............................................. 8,848,142
------------
LIABILITIES:
Securities sold short, at value (proceeds: $2,072,910) ...... 2,263,067
Payable to broker ........................................... 108,151
Accrued expenses ............................................ 53,621
Accrued management fees (Note 4) ............................ 5,296
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Total liabilities ........................................ 2,430,135
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NET ASSETS: (applicable to 2,602,847 shares outstanding:
500,000,000 shares of $.01 par value authorized) ............ $ 6,418,007
============
NET ASSET VALUE PER SHARE
($6,418,007 / 2,602,847 shares outstanding) ................. $ 2.47
============
At June 30, 2004, net assets consisted of:
Paid-in capital ............................................. $ 23,439,318
Net unrealized depreciation on investments .................. (187,855)
Accumulated net realized loss on investments and futures .... (16,833,456)
------------
$ 6,418,007
============
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2004 (Unaudited)
INVESTMENT INCOME:
Dividends ................................................... $ 18,390
Interests ................................................... 3,528
-----------
Total investment income .................................. 21,918
-----------
EXPENSES:
Accounting and auditing (Note 4) ............................ 41,750
Investment management (Note 4) .............................. 34,709
Legal and compliance (Note 4) ............................... 23,633
Printing .................................................... 18,405
Directors ................................................... 4,550
Registration ................................................ 3,911
Custodian ................................................... 3,820
Transfer agent .............................................. 3,276
Other ....................................................... 9,026
-----------
Total expenses ........................................... 143,080
-----------
Net investment loss ................................... (121,162)
-----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on investments ............................ 1,328,446
Unrealized depreciation on investments during the period .... (1,940,266)
-----------
Net realized and unrealized loss on investments ............. (611,820)
-----------
Net decrease in net assets resulting from operations ........ $ (732,982)
===========
See accompanying notes to financial statements.
FOXBY CORP 6
STATEMENTS OF CHANGES IN NET ASSETS
Six Months Ended June 30, 2004 (Unaudited) and Year Ended December 31, 2003
Six Months
Ended Year
6/30/04 Ended
(Unaudited) 12/31/03
----------- -----------
OPERATIONS:
Net investment loss ............................................... $ (121,162) $ (264,845)
Net realized gain (loss) on:
Investment transactions ........................................ 1,328,446 88,319
Futures transactions ........................................... -- (1,331,563)
Change in unrealized appreciation (depreciation) on investments
and options .................................................... (1,940,266) 1,927,762
----------- -----------
Net increase (decrease) in net assets resulting from operations ... (732,982) 419,673
----------- -----------
Total change in net assets ..................................... (732,982) 419,673
NET ASSETS:
Beginning of period ............................................... 7,150,989 6,731,316
----------- -----------
End of period ..................................................... $ 6,418,007 $ 7,150,989
=========== ===========
See accompanying notes to financial statements.
7 FOXBY CORP.
Notes to Financial Statements (Unaudited)
(1) Foxby Corp., formerly Internet Growth Fund, Inc. (the "Fund"), was
incorporated under the laws of the state of Maryland on August 24, 1998 and is
registered under the Investment Company Act of 1940 as a non-diversified,
closed-end management investment company. The Fund commenced operations on
October 29, 1999. On December 11, 2002, the Board of Directors of the Fund
approved a change in the fiscal year end to December 31.
(2) The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. With
respect to security valuation, securities traded on a national securities
exchange or the Nasdaq National Market System ("NMS") are valued at the last
reported sales price on the day the valuations are made. Such securities that
are not traded on a particular day and securities traded in the
over-the-counter market that are not on NMS are valued at the mean between the
current bid and asked prices. Certain of the securities in which the Fund
invests are priced through pricing services which may utilize a matrix pricing
system which takes into consideration factors such as yields, prices,
maturities, call features and ratings on comparable securities. Bonds may be
valued according to prices quoted by a dealer in bonds which offers pricing
services. Debt obligations with remaining maturities of 60 days or less are
valued at cost adjusted for amortization of premiums and accretion of discounts.
Securities denominated in foreign currencies are translated into U.S. dollars at
prevailing exchange rates. Securities for which quotations are not readily
available or reliable and other assets may be valued as determined in good faith
by or under the direction of the Board of Directors. Investment transactions are
accounted for on the trade date (the date the order to buy or sell is executed).
Interest income is recorded on the accrual basis. In preparing financial
statements in conformity with accounting principles generally accepted in the
United States of America, management makes estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the financial
statements, as well as the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
(3) It is the Fund's current intention to meet the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute all
of its taxable net income to its shareholders. In addition, the Fund intends to
pay distributions as required to avoid imposition of excise tax. Therefore, no
federal income tax provision is required. At December 31, 2003, the Fund had a
capital loss carryforward of approximately $18,104,700 of which $10,509,500
expires in 2009, $6,757,800 expires in 2010, and $837,400 expires in 2011. No
capital gain will be distributed until the capital loss carryforwards have been
exhausted.
As of December 31, 2003, the components of distributable earnings on a tax basis
were as follows:
Capital loss carryforward $(18,104,670)
Unrealized appreciation 1,752,410
------------
$(16,352,260)
============
(4) Effective July 12, 2002, the Fund retained CEF Advisers, Inc. as its
Investment Manager. Previously, LCM Capital Management, Inc. ("LCM") was the
manager. Under the terms of the Investment Management Agreement, the Fund pays
the Investment Manager a fee for its services at the annual rate of 1.00% of the
Fund's average daily net assets. The fee is accrued each calendar day and the
sum of the daily fee accruals is paid monthly. The daily fee accrual is computed
by multiplying 1/365 by the annual rate and multiplying the product by the net
asset value of the Fund as of the close of business on the pre-
FOXBY CORP. 8
vious day. LCM's fee was substantially similar. Certain officers and directors
of the Fund are officers and directors of the Investment Manager. The Fund
reimbursed the Investment Manager $29,510 for providing at cost certain
compliance services of $8,263 and accounting services of $21,247 during the six
months ended June 30, 2004.
(5) The Fund has an arrangement with its custodian and transfer agent whereby
interest earned on uninvested cash balances was used to offset a portion of
the Fund's expenses. Purchases and sales of investment securities (excluding
short-term investments, and futures) aggregated $4,567,000 and $2,213,312,
respectively, for the six months ended June 30, 2004. At June 30, 2004, gross
unrealized appreciation and depreciation of investments for tax purposes were as
follows:
Appreciation $ 199,403
Depreciation (387,258)
---------
Net appreciation on investments $(187,855)
=========
At June 30, 2004, the cost of investments for federal income tax purposes was
$4,699,039.
(6) The Fund may engage in transactions in futures contracts. Upon entering into
a futures contract, the Fund is required to deposit with the broker an amount of
cash or cash equivalents equal to a certain percentage of the contract amount.
This is known as the "initial margin." Subsequent payments ("variation margin")
are made or received by the Fund each day, depending on the daily fluctuation of
the value of the contract. The daily change in the contract is included in
unrealized appreciation/depreciation on investments and futures contracts. The
Fund realizes a gain or loss when the contract is closed. Futures transactions
sometimes may reduce returns or increase volatility. In addition, futures can be
illiquid and highly sensitive to changes in their underlying security, interest
rate or index, and as a result can be highly volatile. A small investment in
certain futures could have a potentially large impact on a Fund's performance.
At June 30, 2004 the Fund had no open future contracts.
(7) Of the 2,602,847 shares of common stock outstanding at June 30, 2004,
Investor Service Center, Inc. ("ISC"), an affiliate of the Fund's Investment
Manager, owned 184,000 shares. Certain officers and directors of ISC are also
officers and directors of the Fund and the Investment Manager.
9 FOXBY CORP.
FINANCIAL HIGHLIGHTS
Six Months
Ended Year Nine Months Year Year Period
6/30/04 Ended Ended Ended Ended Ended
(Unaudited) 12/31/03 12/31/02 3/31/02 3/31/01 3/31/00*
----------- -------- ----------- ------- ------- --------
PER SHARE DATA
Net asset value at beginning of period ......... $ 2.75 $ 2.59 $ 3.27 $ 3.77 $ 14.81 $ 9.35
------- ------ ------- ------ ------- -------
Income from investment operations:
Net investment (loss) ....................... (.04) (.10) (0.04) (0.08) (0.09) (0.05)
Net realized and unrealized gain (loss) on
investments .............................. (.24) .26 (0.64) (0.16) (10.45)/(c)/ 5.51
------- ------ ------- ------ ------- -------
Total from investment operations ............... (.28) .16 (0.68) (0.24) (10.54) 5.46
------- ------ ------- ------ ------- -------
Less distributions:
Distributions to shareholders ............... -- -- -- (0.26) (0.50) --
------- ------ ------- ------ ------- -------
Net asset value at end of period ............... $ 2.47 $ 2.75 $ 2.59 $ 3.27 $ 3.77 $ 14.81
------- ------ ------- ------ ------- -------
TOTAL RETURN ON NET ASSET
VALUE BASIS (a) ............................. (10.18)% 6.18% (20.80)% (6.65)% (73.46)% 58.40%
======= ====== ======= ====== ======= =======
TOTAL RETURN ON MARKET
VALUE BASIS (a) ............................. (8.33)% 15.94% (31.00)% (2.06)% (71.89)% 24.38%
======= ====== ======= ====== ======= =======
RATIOS/SUPPLEMENTAL DATA
Net assets at end of period (000's omitted) .... $ 6,418 $7,151 $ 6,731 $8,503 $ 9,735 $39,105
======= ====== ======= ====== ======= =======
Ratio of expenses to average net assets ........ 4.12%/(b)/ 4.39% 4.70%/(b)/ 3.17% 2.19% 1.78%/(b)/
======= ====== ======= ====== ======= =======
Ratio of net investment income (loss) to
average net assets .......................... (3.49)%/(b)/ (3.91)% (3.30)%/(b)/ (2.41)% (0.93)% (0.94)%/(b)/
======= ====== ======= ====== ======= =======
Portfolio turnover rate ........................ 37.26% 75.39% 267.87% 89.31% 550.56% 168.62%
======= ====== ======= ====== ======= =======
* From commencement of operations on October 29, 1999.
(a) Total return on market value basis is calculated assuming a purchase of
common stock on the opening of the first day and sale on the closing of the
last day of each period reported. Dividends and distributions, if any, are
assumed for purposes of this calculation, to be reinvested at prices
obtained under the Fund's dividend reinvestment plan. Generally, total
return on net asset value basis will be higher than total return on market
value basis in periods where there is an increase in the discount or a
decrease in the premium of the market value to the net asset value from the
beginning to the end of such periods. Conversely, total return on net asset
value basis will be lower than total return on market value basis in
periods where there is a decrease in the discount or an increase in the
premium of the market value to the net asset value from the beginning to
the end of such periods. Total return calculated for a period of less than
one year is not annualized. The calculation does not reflect brokerage
commissions, if any.
/(b)/ Annualized.
/(c)/ Includes $0.06 of gains resulting from the buy back of treasury shares at
a discount to net asset value.
FOXBY CORP. 10
DIVIDEND REINVESTMENT PLAN
The Fund has adopted a Dividend Reinvestment Plan (the "Plan"). Under the Plan,
each dividend and capital gain distribution, if any, declared by the Fund on
outstanding shares will, unless elected otherwise by each shareholder by
notifying the Fund in writing at any time prior to the record date for a
particular dividend or distribution, be paid on the payment date fixed by the
Board of Directors or a committee thereof in additional shares. If the Market
Price (as defined below) per share is equal to or exceeds the net asset value
per share at the time shares are valued for the purpose of determining the
number of shares equivalent to the cash dividend or capital gain distribution
(the "Valuation Date"), participants will be issued additional shares equal to
the amount of such dividend divided by the greater of that net asset value per
share or 95% of that Market Price per share. If the Market Price per share is
less than such net asset value on the Valuation Date, participants will be
issued additional shares equal to the amount of such dividend divided by the
Market Price. The Valuation Date is the day before the dividend or distribution
payment date or, if that day is not an American Stock Exchange trading day, the
next trading day. For all purposes of the Plan: (a) the Market Price of the
shares on a particular date shall be the average closing market price on the
five trading days the shares traded ex-dividend on the Exchange prior to such
date or, if no sale occurred on any of these days, then the mean between the
closing bid and asked quotations, for the shares on the Exchange on such day,
and (b) net asset value per share on a particular date shall be as determined by
or on behalf of the Fund.
--------------------------------------------------------------------------------
PRIVACY POLICY
The Fund recognizes the importance of protecting the personal and financial
information of its shareholders. We consider each shareholder's personal
information to be private and confidential. This describes the practices
followed by us to protect our shareholders' privacy. We may obtain information
about you from the following sources: (1) information we receive from you on
forms and other information you provide to us whether in writing, by telephone,
electronically or by any other means; (2) information regarding your
transactions with us, our corporate affiliates, or others. We do not sell
shareholder personal information to third parties. We will collect and use
shareholder personal information only to service shareholder accounts. This
information may be used by us in connection with providing services or financial
products requested by shareholders. We will not disclose shareholder personal
information to any nonaffiliated third party except as permitted by law. We take
steps to safeguard shareholder information. We restrict access to nonpublic
personal information about you to those employees and service providers who need
to know that information to provide products or services to you. With our
service providers we maintain physical, electronic, and procedural safeguards to
guard your nonpublic personal information. Even if you are no longer a
shareholder, our Privacy Policy will continue to apply to you. We reserve the
right to modify, remove or add portions of this Privacy Policy at any time.
11 FOXBY CORP.
DIRECTORS AND OFFICERS
DIRECTORS OFFICERS
THOMAS B. WINMILL, Esq. THOMAS B. WINMILL, Esq.
Chairman President
JAMES E. HUNT /1/ MARION E. MORRIS
Senior Vice President
DAVID R. STACK /1/
WILLIAM G. VOHRER
PETER K. WERNER /1/ Treasurer
/1/Member, Audit Committee MONICA PELAEZ, Esq.
Vice President, Secretary
HEIDI KEATING
Investment Manager Vice President
CEF Advisers, Inc.
11 Hanover Square Custodian
New York, NY 1005 State Street Bank & Trust Co.
801 Pennsylvania Avenue
Independent Accountants Kansas City, MO 64105
Tait, Weller & Baker
1818 Market St., Suite 2400 Stock Transfer Agent and Registrar
Philadelphia, PA 19103 American Stock Transfer & Trust Co.
59 Maiden Lane
Internet New York, NY 10038
www.foxbycorp.com 1-800-278-4353
email: info@foxbycorp.com www.amstock.com
--------------------------------------------------------------------------------
PROXY VOTING
The Fund's Proxy Voting Guidelines (the "Guidelines") are available without
charge, by calling the Fund collect at 1-212-344-6310. The Guidelines are also
posted on the Fund's website at http://www.foxbycorp.com and are available on
the SEC's website at http://sec.gov.
================================================================================
This report, including the financial statements herein, is transmitted to the
shareholders of the Fund for their information. The financial information
included herein is taken from the records of the Fund. This is not a prospectus,
circular or representation intended for use in the purchase of shares of the
Fund or any securities mentioned in this report. Pursuant to Section 23 of the
Investment Company Act of 1940, notice is hereby given that the Fund may in the
future, purchase shares of its common stock in the open market. These purchases
may be made from time to time, at such times, and in such amounts, as may be
deemed advantageous to the Fund, although nothing herein shall be considered a
commitment to purchase such shares.
================================================================================
FOXBY CORP. 12
FOXBY CORP.
--------------------------------------------------------------------------------
11 Hanover Square
New York, NY 10005
Printed on recycled paper [GRAPHIC]
FXX-SAR-6/04
Item 2. Code of Ethics
Not applicable.
Item 3. Audit Committee Financial Expert
Not applicable.
Item 4. Principal Accountant Fees and Services
Not applicable.
Item 5. Audit Committee of Listed Registrants
Not applicable.
Item 6. Schedule of Investments
Included as part of the report to shareholders filed under Item 1 of this
Form.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End
Management Investment Companies
Not applicable.
Item 8. Purchases of Equity Securities by Closed-End Management Investment
Company and Affiliated Purchasers
Not applicable.
Item 9. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 10. Controls and Procedures
(a) The Principal Executive Officer and Principal Financial Officer have
concluded that Foxby Corp.'s disclosure controls and procedures (as defined in
Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances
that material information relating to Foxby Corp. is made known to them by the
appropriate persons, based on their evaluation of these controls and procedures
as of a date within 90 days of the filing date of this report.
(b) There were no significant changes in Foxby Corp. internal controls or
in other factors that could significantly affect these controls subsequent to
the date of the evaluation referenced in (a)(i) above.
Item 11. Exhibits
(a)(1) Not applicable.
(a)(2) Certifications pursuant to Rule 30a-2(a) under the Investment
Company Act of 1940(17 CFR 270.360a-2) attached hereto as Exhibits
EX-31 and EX-32.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Foxby Corp.
By: /s/ Thomas B. Winmill
---------------------------------------------
Thomas B. Winmill, President
Date: September 9, 2004
By: /s/ William G. Vohrer
---------------------------------------------
William G. Vohrer, Treasurer
Date: September 9, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
By: /s/ Thomas B. Winmill
---------------------------------------------
Thomas B. Winmill, President
Date: September 9, 2004
By: /s/ William G. Vohrer
---------------------------------------------
William G. Vohrer, Treasurer
Date: September 9, 2004