SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (ss.) 240.14a-11(c) or (ss.)
240.14a-12
Foxby Corp.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction: (5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
FOXBY CORP.
Notice of Annual Meeting of Stockholders
To the Stockholders:
Notice is hereby given that the 2006 Annual Meeting of Stockholders of
Foxby Corp. (the "Fund") will be held at the offices of the Fund at 11 Hanover
Square, 12th Floor, New York, New York on Wednesday, September 6, 2006 at 8:30
a.m., local time, for the following purpose:
1. To elect to the Board of Directors the Nominee, Thomas B. Winmill, as
a Class IV Director, and until his successor is duly elected and
qualifies.
Stockholders of record at the close of business on June 30, 2006 are
entitled to receive notice of and to vote at the meeting.
By Order of the Board of Directors
/s/John F. Ramirez
John F. Ramirez
Secretary
New York, New York
July 21, 2006
Please Vote Immediately by Signing and Returning the Enclosed Proxy Card. Delay
may cause the Fund to incur additional expenses to solicit votes for the
Meeting.
FOXBY CORP.
PROXY STATEMENT
Annual Meeting of Stockholders
to be held September 6, 2006
This Proxy Statement, dated July 21, 2006, is furnished in connection with
a solicitation of proxies by the Board of Directors (the "Board) of Foxby Corp.
(the "Fund") to be voted at the 2006 Annual Meeting of Stockholders of the Fund
to be held at the offices of the Fund at 11 Hanover Square, 12th Floor, New
York, New York on September 6, 2006 at 8:30 a.m., local time, and at any
postponement or adjournment thereof (the "Meeting") for the purpose set forth in
the accompanying Notice of Annual Meeting of Stockholders. Only stockholders of
record at the close of business on June 30, 2006 (the "Record Date") are
entitled to be present and to vote at the Meeting. Stockholders are entitled to
one vote for each Fund share held, and a fractional vote for each fractional
Fund share held. Shares represented by executed and unrevoked proxies will be
voted in accordance with the instructions on the Proxy Card. A stockholder may
revoke a proxy by delivering to the Fund a signed proxy with a date later than
the previously delivered proxy or by sending a written revocation to the Fund.
To be effective, such revocation must be received prior to the Meeting. In
addition, any stockholder who attends the Meeting in person may vote by ballot
at the Meeting, thereby canceling any proxy previously given. As of the Record
Date, the Fund had 2,602,847 shares of common stock issued and outstanding.
Stockholders of the Fund vote as a single class.
It is estimated that proxy materials will be mailed to stockholders as of
the Record Date on or about July 28, 2006. The Fund's principal executive
offices are located at 11 Hanover Square, New York, New York 10005. Copies of
the Fund's most recent Annual and Semi-Annual Reports are available without
charge upon written request to the Fund at 11 Hanover Square, New York, New York
10005, or by calling toll-free 1-800-937-5449.
Quorum and Voting
The presence in person or by proxy of stockholders entitled to cast
one-third of all the votes entitled to be cast at the Meeting shall constitute a
quorum. If a quorum is not present at the Meeting, the chairman of the Meeting
has the power to adjourn the Meeting from time to time to a date not more than
120 days after the original record date without notice other than announcement
at the Meeting. At a reconvened Meeting, if a quorum is present, any business
may be transacted that might have been transacted at the originally scheduled
Meeting. A stockholder vote may be taken for one or more proposals prior to any
adjournment if sufficient votes have been received for approval. If a proxy is
properly executed and returned accompanied by instructions to withhold authority
to vote, represents a broker "non-vote" (that is, a proxy from a broker or
nominee indicating that such person has not received instructions from the
beneficial owner or other person entitled to vote shares of the Fund on a
particular matter with respect to which the broker or nominee does not have
discretionary power) or marked with an abstention (collectively, "abstentions"),
the Fund's shares represented thereby will be considered to be present at the
Meeting for purposes of determining the existence of a quorum for the
transaction of business. Under Maryland law, abstentions do not constitute a
vote "for" or "against" a matter and will be disregarded in determining "votes
cast" on an issue.
Proposal 1: Election of Director
At the Board of Directors meeting held on June 14, 2006, the Fund's Board
approved the nomination of Thomas B. Winmill as a Class IV Director to hold
office until the 2010 annual meeting and until his successor is duly elected and
qualifies. In the event Thomas B. Winmill is not duly elected, as proposed and
qualifies, he shall be deemed holding over and shall continue to manage the
business and affairs of the Fund as a member of the Board of Directors until his
successor is duly elected and qualifies. Unless otherwise noted, the address of
record for the nominee and other Directors and officers is 11 Hanover Square,
New York, New York 10005. The following table sets forth certain information
concerning the nominee.
1
Number of Portfolios in Other Public
Investment Company Company
Name, Position(s) Held with Fund, Term of Office, Principal Occupation Director Complex Overseen by Directorships
for Past Five Years, and Age Since Director Held by Director
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Interested Nominee:
Class IV:
THOMAS B. WINMILL, ESQ.* - Since 2002, President, Chief Executive 2002 5 Bexil Corporation
Officer, and General Counsel of the Fund and CEF Advisers, Inc. (the
"Investment Manager"), as well as the other investment companies
(collectively, the "Investment Company Complex") advised by the
Investment Manager and its affiliates, and Winmill & Co. Incorporated
and its affiliates ("WCI"). Other capacities since 1988. He is a
member of the New York State Bar and the SEC Rules Committee of the
Investment Company Institute. He was born on June 25, 1959.
*He is an "interested person" of the Fund as defined in the Investment Company
Act of 1940, as amended (the "1940 Act"), due to his affiliation with the
Investment Manager.
The persons named in the accompanying form of proxy intend to vote each
such proxy FOR the election of the nominee listed above, unless a stockholder
specifically indicates on a proxy the desire to withhold authority to vote for
the nominee. It is not contemplated that the nominee will be unable to serve as
a Director for any reason, but if that should occur prior to the Meeting, the
proxy holders reserve the right to substitute another person or persons of their
choice as nominee. The nominee listed above has consented to being named in this
Proxy Statement and has agreed to serve as a Director if elected.
Vote Required
As set forth in the Fund's Bylaws, "[u]nless all nominees for Director are
approved by a majority of the Continuing Directors, the affirmative vote of the
holders of at least 66 2/3% of the outstanding shares of all classes of voting
stock, voting together, shall be required to elect a Director. If all nominees
for Director are approved by a majority of the Continuing Directors, a plurality
of all the votes cast at a meeting at which a quorum is present shall be
sufficient to elect a Director." Because the only nominee for Director was
approved by a majority of the Continuing Directors, a plurality of all the votes
cast at the Meeting at which a quorum is present shall be sufficient to elect
the nominee as a Director.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE FOR THE NOMINEE.
2
The following table sets forth certain information concerning the other
Directors currently serving on the Board of the Fund.
Number of Portfolios in Other Public
Investment Company Company
Name, Position(s) Held with Fund, Term of Office, Principal Occupation Director Complex Overseen by Directorships
for Past Five Years, and Age Since Director Held by Director
------------------------------------------------------------------------ ------------ -------------------------- -------------------
Non-interested Directors:
Class I:
JAMES E. HUNT - He is a Managing Director of Hunt Howe Partners LLC 2004 5 0
executive recruiting consultants. He was born on December 14, 1930.
Class II:
BRUCE B. HUBER, CLU, ChFC, MSFS - He is a Financial Representative 2004 5 0
with New England Financial, specializing in financial, estate and
insurance matters. He was born on February 7, 1930.
Class III:
PETER K. WERNER - Since 1996 he has taught and directed many programs 2002 5 0
at The Governor Dummer Academy. Previously, he was Vice President of
Money Market Trading at Lehman Brothers. He was born on August 16,
1959.
The Fund has an audit committee, the function of which is routinely to
review financial statements and other audit-related matters as they arise
throughout the year. The Fund has a nominating committee the function of which
is to identify and evaluate nominees for director and make its recommendations
to the Board. The Fund has an executive committee comprised of Thomas B.
Winmill, the function of which is to exercise the powers of the Board of
Directors between meetings of the Board to the extent permitted by law to be
delegated and not delegated by the Board to any other committee. The Fund has a
committee of Continuing Directors, as defined in the Bylaws, to take such
actions as are required by the Charter and Bylaws of the Fund. Mr. Winmill is an
"interested person" because he is an "affiliated person" as defined in the 1940
Act. The Fund has no standing compensation committee or any committee performing
similar functions.
The following table sets forth certain information concerning the Fund's
executive officers other than those who serve as Directors. Unless otherwise
noted, the address of record for the officers is 11 Hanover Square, New York,
New York 10005.
Name and Age Position(s) Held with Fund, Term of Office, Principal Occupation for Past Five Years
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Thomas O'Malley Chief Accounting Officer, Chief Financial Officer, and Vice President since 2005. He also is Chief
Born on July 22, 1958 Accounting Officer, Chief Financial Officer, and Vice President of the Investment Company Complex,
the Investment Manager, and WCI. Previously, he served as Assistant Controller of Reich & Tang
Asset Management, LLC, Reich & Tang Services, Inc., and Reich & Tang Distributors, Inc. He is a
certified public accountant.
Marion E. Morris Senior Vice President since 2000. She is also a Senior Vice President of the Investment Company
Born on June 17, 1945 Complex, the Investment Manager, and WCI. She is Director of Fixed Income and a member of the
Investment Policy Committee of the Investment Manager. Previously, she served as Vice President of
Salomon Brothers, The First Boston Corporation, and Cantor Fitzgerald.
John F. Ramirez Secretary and Chief Compliance Officer since 2005. He is also Secretary and Chief Compliance
Born on April 29, 1977 Officer of the Investment Company Complex, the Investment Manager, and WCI. He previously served as
Compliance Administrator and Assistant Secretary of the Investment Company Complex, the Investment
Manager, and WCI. He is a member of the Chief Compliance Officer Committee of the Investment
Company Institute.
3
The following table sets forth information regarding the beneficial
ownership of the Fund's outstanding shares as of the Record Date by (i) each
director, nominee and executive officer and (ii) all directors and executive
officers as a group.
Name of Director, Nominee or Officer Number of Shares Percent of Outstanding Shares
---------------------------------------------------------------- ---------------------------- --------------------------------------
Interested Nominee:
Thomas B. Winmill 200 **
Non-interested Directors:
Bruce B. Huber None **
James E. Hunt 5,000 **
Peter K. Werner None **
Officers:
Marion E. Morris None **
Thomas O'Malley None **
John F. Ramirez None **
----
Total shares held by directors and officers as a group 5,200 **
===== ==
** Less than 1% of the outstanding shares
Based on the filings with the U.S. Securities and Exchange Commission, the
following stockholders beneficially owned 5% or more of the outstanding shares
of the Company as of the Record Date:
Approximate Percentage of the
Name and Address Common Stock Fund's Total Outstanding Shares
---------------------------------------------- ----------------------------------- ------------------------------------------------
Bassett S. Winmill* 641,700 shares 24.65%
11 Hanover Square
New York, New York 10005
Thomas B. Winmill** 634,400 shares 24.37%
11 Hanover Square
New York, New York 10005
Investor Service Center, Inc. 634,200 shares 24.37%
11 Hanover Square
New York, New York 10005
Winmill & Co. Incorporated*** 634,200 shares 24.37%
11 Hanover Square
New York, New York 10005
Credit Suisse First Boston LLC(1) 236,700 shares 9.10%
11 Madison Avenue
New York, NY 10010
CSS LLC(2) 173,900 shares 6.68%
175 W. Jackson Street, Ste. 440
Chicago, IL 60604
(1)According to a Schedule 13D/A filed December 23, 2005.
(2)According to a Schedule 13G/A filed February 6, 2006.
*Bassett S. Winmill has indirect beneficial ownership of 634,200 of these
shares, as a result of his status as a controlling person of Winmill & Co.
Incorporated and Investor Service Center, Inc., the direct beneficial owner. Mr.
Bassett S. Winmill disclaims beneficial ownership of the shares held by Investor
Service Center, Inc.
**Thomas B. Winmill has indirect beneficial ownership of 634,200 of these
shares, as a result of his status as a controlling person of Winmill & Co.
Incorporated and Investor Service Center, Inc., the direct beneficial owner. Mr.
Thomas B. Winmill disclaims beneficial ownership of the shares held by Investor
Service Center, Inc.
***Winmill & Co. Incorporated has indirect beneficial ownership of these shares,
as a result of its status as a controlling person of Investor Service Center,
Inc., the direct beneficial owner.
4
The following table sets forth information describing the dollar range of
equity securities beneficially owned by each Director and nominee of the Fund
and, on an aggregate basis, the Investment Company Complex as of the Record
Date:
Aggregate Dollar Range of Equity Securities in
Dollar Range of Equity All Registered Investment Companies Overseen by
Name of Director, Nominee or Officer Securities in the Fund Director in Investment Company Complex
------------------------------------------------- -------------------------------- -------------------------------------------------
Interested Nominee:
Thomas B. Winmill $1-$10,000 over $100,000
Non-interested Directors:
Bruce B. Huber None $10,001-$50,000
James E. Hunt $10,001-$50,000 $10,001-$50,000
Peter K. Werner None $10,001-$50,000
Currently, the Fund pays its Directors who are not "interested persons" of
the Fund as defined in the 1940 Act, an annual retainer of $200, and a per
meeting fee of $200, and reimburses them for their meeting expenses. The Fund
also pays such Directors $250 per special telephonic meeting attended and per
committee meeting attended, and $50 per joint meeting of the Audit Committees of
the Investment Company Complex attended. The Fund does not pay any other
remuneration to its executive officers and Directors, and the Fund has no bonus,
pension, profit-sharing or retirement plan. The Fund had four regular Board
meetings, one special Board meeting, two audit committee meetings, four special
committee meetings, one nominating committee meeting, and one executive
committee meetings during the Fund's most recently completed full fiscal year
ended December 31, 2005. Each Director attended all Board and committee meetings
held during such periods during the time such Director was in office except
Bruce B. Huber was not present for one special committee meeting. The Fund
currently has no policies regarding Director attendance at Board meetings.
The aggregate amount of compensation paid to each Director and nominee by
the Fund and by the other investment companies in the Investment Company Complex
for which such Director or nominee was a board member for the year ended
December 31, 2005, is as follows:
Name of Director or Nominee
(Current Total Number of Investment Aggregate Compensation Total Compensation from the Fund and Investment
Companies) from the Fund ompany Complex
--------------------------------------------- ------------------------------------- ------------------------------------------------
Interested Nominee:
Thomas B. Winmill (5) None None
Non-interested Directors:
Bruce B. Huber (5) $2,100 $18,000
James E. Hunt (5) $2,100 $18,000
Peter K. Werner (5) $2,100 $18,000
The Investment Manager, located at 11 Hanover Square, New York, New York
10005, is a wholly-owned subsidiary of WCI, a publicly-owned company whose
securities are traded over-the-counter. During the fiscal year ended December
31, 2005, the Fund paid the Investment Manager investment management fees of
$63,595. The Fund reimbursed the Investment Manager $11,802 for providing at
cost certain administrative services comprised of compliance and accounting
services during the year ended December 31, 2005.
5
In the Circuit Court for Baltimore City, Maryland, Civil Action No.
24-C-04-007613 filed on October 4, 2004, a group comprised of Richard J. Shaker,
Phillip Goldstein, Rajeev Das, and Andrew Dakos sued the Fund and its Directors,
alleging various breaches by the Directors of fiduciary duty under Maryland law
and seeking declaratory and injunctive relief. The suit generally arose out of
the Fund's 2004 annual meeting of stockholders and the Fund's Bylaws. On
December 20, 2005, the Fund and the plaintiffs entered into a settlement of the
lawsuit. Under the terms of the settlement, the management fee paid to the
Investment Manager, was reduced to an annual rate of 0.50% of the Fund's average
daily net assets. Mr. Shaker and his co-plaintiffs agreed to refrain from
engaging in future efforts to seek control of the Fund. Mr. Shaker and his
clients sold their stake in the Fund, 397,300 shares, to Investor Service
Center, Inc., an affiliate of the Fund's investment manager and a wholly-owned
subsidiary of WCI, for a total of $893,925. The settlement was approved by the
Board of Directors of the Fund. The parties filed a Stipulation of Dismissal
with the Court. In connection with these and other legal matters, legal expenses
incurred by the Fund were $316,704 and $83,200 for the years ended December 31,
2005 and 2004, respectively. Total litigation expenses incurred by the Fund on
its own behalf and as advances of legal and other expenses to the Fund's
directors before insurance recoveries reimbursed to the Fund pursuant to its
director's and officer's liability insurance policy were $881,450 and $36,512
for the years ended December 31, 2005 and 2004, respectively. The Fund was
reimbursed $607,700 in cash pursuant to its director's and officer's liability
insurance policy for the year ended December 31, 2005.
Audit Committee Report
The Board of Directors has an Audit Committee composed of three independent
Directors. The Audit Committee Members are: Bruce B. Huber, James E. Hunt, and
Peter K. Werner, chair. The Audit Committee members are independent, as defined
in section 121(A) of the listing standards of the American Stock Exchange.
In accordance with its written charter adopted by the Board of Directors,
the Audit Committee assists the Board of Directors in fulfilling its
responsibility for oversight of the quality and integrity of the Fund's
financial reporting practices. The purposes of the Audit Committee are (i) to
oversee the Fund's accounting and financial reporting policies and practices,
its internal controls and, as appropriate, the internal controls of certain
service providers; (ii) to oversee the quality and objectivity of the Fund's
financial statements and the independent audit thereof; and (iii) to act as a
liaison between the Fund's independent auditors and the full Board of Directors.
The Audit Committee met twice in fiscal 2005.
The Committee reported that at the meeting of the Audit Committee held on
February 23, 2006, the Audit Committee recommended the retention of Tait, Weller
& Baker LLP ("Tait, Weller") as the independent registered public accounting
firm ("IRPAF") for the Fund. In connection therewith, the Audit Committee met
with a representative of Tait, Weller to review the results of the 2005 audit,
including the Report on Internal Controls. The Committee received letters from
Tait, Weller with respect to Tait, Weller's professional standards and its
independence. In its independence letter, Tait, Weller stated that, in addition
to the Investment Company Complex, it served as the IRPAF for certain affiliates
of the Investment Manager, Tuxis Corporation ("Tuxis"), and Winmill & Co.
Incorporated and its subsidiaries; nonetheless, Tait, Weller believed it is
independent of the Fund within the meaning of the federal securities laws. In
addition, the Audit Committee reviewed Tait, Weller's proposed fees with respect
to the audit of the Investment Company Complex.
This report shall not be deemed incorporated by reference by any general
statement incorporating by reference this Proxy Statement into any filing under
the Securities Act of 1933, as amended, or the Securities Act of 1934, as
amended, and shall not otherwise be deemed filed under such Acts. The Audit
Committee Members are: Bruce B. Huber, James E. Hunt, and Peter K. Werner,
chair. The Audit Committee members are independent, as defined in section 121(A)
of the listing standards of the American Stock Exchange.
Tait, Weller has been selected as IRPAF for the Fund for the fiscal period
commencing January 1, 2006. Tait, Weller also acts as IRPAF of the Investment
Manager, Bexil Corporation, Tuxis, WCI, and the Investment Company Complex.
Apart from its fees received as IRPAF, neither Tait, Weller nor any of its
partners has a direct, or material indirect, financial interest in the Fund or
its affiliates. Representatives of Tait, Weller are not expected to be present
at the Meeting but have been given the opportunity to make a statement if they
so desire and are expected to be available to respond to appropriate questions.
The following table sets forth the aggregate fees billed to the Fund for
professional services rendered by Tait, Weller for the fiscal years ended
December 31, 2004 and 2005:
Fiscal Year Ended All Aggregate
December 31 Audit Fees Audit-Related Fees Tax Fees Other Fees Non-Audit Fees*
------------------------- -------------------------- ------------------- ------------------- -------------------- ------------------
2004 $9,000 $1,000 $3,000 $0 $172,750
2005 $11,000 $1,000 $3,000 $0 $176,500
------------------------- -------------------------- ------------------- ------------------- -------------------- ------------------
* This amount includes fees charged by Tait, Weller for audit and non-audit
services to the Investment Manager, Tuxis, WCI, and the Investment Company
Complex during such years. The Audit Committee has considered the provision of
these services and has determined such services to be compatible with
maintaining Tait, Weller's independence.
6
Pursuant to the Fund's Audit Committee Charter, the Audit Committee shall
consider for pre-approval any non-audit services proposed to be provided by the
IRPAF to the Fund, and any non-audit services proposed to be provided by such
IRPAF to the Fund's investment manager, if any, which have a direct impact on
Fund operations or financial reporting. In those situations when it is not
convenient to obtain full Audit Committee approval, the Chairman of the Audit
Committee is delegated the authority to grant pre-approvals of auditing,
audit-related, non-audit related, tax, and all other services so long as all
such pre-approved decisions are reviewed with the full Audit Committee at its
next scheduled meeting. Such pre-approval of non-audit services proposed to be
provided by the IRPAF to the Fund is not necessary, however, under the following
circumstances: (i) all such services do not aggregate to more than 5% of total
revenues paid by the Fund to the IRPAF in the fiscal year in which services are
provided, (ii) such services were not recognized as non-audit services at the
time of the engagement, and (iii) such services are brought to the attention of
the Audit Committee, and approved by the Audit Committee, prior to the
completion of the audit. All services performed for 2005 were pre-approved by
the Audit Committee. See Appendix A for a copy of the most recent Audit
Committee Charter.
Nominating Committee
The Board of Directors has a Nominating Committee composed of three
independent Directors. The members of the Nominating Committee are Messrs. Bruce
B. Huber, James E. Hunt, and Peter K. Werner. The Nominating Committee generally
meets once annually to identify and evaluate nominees for director and make
recommendations to the Board.
The Fund's Board of Directors adopted a charter for its Nominating
Committee. Pursuant to the Nominating Committee Charter, the Nominating
Committee identifies, evaluates and selects and nominates, or recommends to the
Board of Directors, candidates for the Board. It also may set standards or
qualifications for Directors. The Nominating Committee may consider candidates
as Directors submitted by current Directors, the Investment Manager, Fund
stockholders and other appropriate sources. The Nominating Committee will
consider candidates submitted by a stockholder or group of stockholders who have
owned at least 5% of the Fund's outstanding common stock for at least two years
at the time of submission and who timely provide specified information about the
candidates and the nominating stockholder or group. To be timely for
consideration by the Nominating Committee, the submission, including all
required information, must be submitted in writing to the attention of the
Secretary at the principal executive offices of the Fund not less than 120 days
before the date of the proxy statement for the previous year's annual meeting of
stockholders. The Nominating Committee will consider only one candidate
submitted by such a stockholder or group for nomination for election at an
annual meeting of stockholders. The Nominating Committee will not consider
self-nominated candidates.
The Nominating Committee will consider and evaluate candidates submitted by
stockholders on the basis of the same criteria as those used to consider and
evaluate candidates submitted from other sources. These criteria include the
candidate's relevant knowledge, experience, and expertise, the candidate's
ability to carry out his or her duties in the best interests of the Fund and the
candidate's ability to qualify as a disinterested Director. A detailed
description of the criteria used by the Nominating Committee as well as
information required to be provided by stockholders submitting candidates for
consideration by the Nominating Committee are included in the Nominating
Committee Charter. The Nominating Committee Charter was included in the appendix
to the Fund's proxy statement filed during the fiscal year 2004 and may be found
at www.foxbycorp.com. In addition, to qualify as a nominee for a directorship or
election as a Director, (i) an incumbent nominee shall not have violated any
provision of the Conflicts of Interest and Corporate Opportunities Policy (the
"Policy"), adopted by the Board on July 8, 2003, as subsequently amended or
modified, and (ii) an individual who is not an incumbent Director shall not have
a relationship, hold any position or office or otherwise engage in, or have
engaged in, any activity that would result in a violation of the Policy if the
individual were elected as a Director. The Policy may be found at
www.foxbycorp.com.
The Fund's Board of Directors has adopted a process for stockholders to
send communications to the Board. To communicate with the Board of Directors or
an individual Director of the Fund, a stockholder must send a written
communication to that Fund's principal office at the address listed in the
Notice of Annual Meeting of Stockholders accompanying this Proxy Statement,
addressed to the Board of Directors of the Fund or the individual Director. All
stockholder communications received in accordance with this process will be
forwarded to the Board of Directors or the individual Director.
7
ADDITIONAL INFORMATION
The Fund's Board of Directors ("Board") has continuously availed itself of
methods specifically provided by, or consistent with, Maryland law and the 1940
Act to protect the Fund and its stockholders. Accordingly, the Fund currently
has provisions in its Charter and Bylaws (collectively, the "Governing
Documents") which could have the effect of limiting (i) the ability of other
entities or persons to acquire control of the Fund, (ii) the Fund's freedom to
engage in certain transactions, or (iii) the ability of the Fund's directors or
stockholders to amend the Governing Documents or effectuate changes in the
Fund's management. These provisions of the Governing Documents of the Fund may
be regarded as "anti-takeover" provisions. The Fund is also subject to certain
Maryland law provisions, including those which have been enacted since the
inception of the Fund, that make it more difficult for non-incumbents to gain
control of the Board. In 2003 and 2005, the Fund's Board amended the Bylaws of
the Fund. In doing so, the Board consulted with counsel to the Fund and Maryland
counsel to the Fund and elected to become subject to various provisions of the
Maryland General Corporation Law (the "MGCL").
In addition to the use of the mails, proxies may be solicited personally,
by telephone, or by other means, and the Fund may pay persons holding its shares
in their names or those of their nominees for their expenses in sending
soliciting materials to their principals. The Fund will bear the cost of
soliciting proxies. Authorizations to execute proxies may be obtained by
telephonic instructions in accordance with procedures designed to authenticate
the stockholder's identity. In all cases where a telephonic proxy is solicited,
the stockholder will be asked to provide his or her address, social security
number (in the case of an individual) or taxpayer identification number (in the
case of an entity) or other identifying information and the number of shares
owned and to confirm that the stockholder has received the Fund's Proxy
Statement and proxy card in the mail. Within 48 hours of receiving a
stockholder's telephonic voting instructions and prior to the Meeting, a
confirmation will be sent to the stockholder to ensure that the vote has been
taken in accordance with the stockholder's instructions and to provide a
telephone number to call immediately if the stockholder's instruction are not
correctly reflected in the confirmation. Stockholders requiring further
information with respect to telephonic voting instructions or the proxy
generally should contact the Fund's transfer agent at 1-800-937-5449. Any
stockholder giving a proxy may revoke it at any time before it is exercised by
submitting to the Fund a written notice of revocation or a subsequently executed
proxy or by attending the meeting and voting in person.
Discretionary Authority; Submission Deadlines for Stockholder Proposals
Although no business may come before the Meeting other than that specified
in the Notice of Annual Meeting of Stockholders, shares represented by executed
and unrevoked proxies will confer discretionary authority to vote on matters
which the Fund did not have notice of a reasonable time prior to mailing this
Proxy Statement to stockholders. The Fund's Bylaws provide that a stockholder of
record may nominate a candidate for election as a director at an annual meeting
of stockholders or propose business for consideration at such meeting, provided
generally that written notice be delivered to the Secretary of the Fund, at the
principal executive offices, not less than 90 days nor more than 120 days prior
to the first anniversary of the mailing of the notice for the preceding year's
annual meeting. Accordingly, pursuant to such Bylaws and Rule 14a-5(e)(2) of the
1934 Act, a record stockholder nomination or proposal intended to be considered
at the 2007 Annual Meeting must be received by the Secretary no earlier than
March 30, 2007 nor later than April 29, 2007. Proposals should be mailed to the
Fund, to the attention of the Fund's Secretary, John F. Ramirez, 11 Hanover
Square, New York, New York 10005. In addition, if you wish to have your proposal
considered for the inclusion in the Fund's 2007 Proxy Statement, we must receive
it on or before March 30, 2007 pursuant to Rule 14a-8(e)(2). The submission by a
stockholder of a proposal for inclusion in the proxy statement or presentation
at the Meeting does not guarantee that it will be included or presented.
Stockholder proposals are subject to certain requirements under the federal
securities laws and the MGCL and must be submitted in accordance with the Fund's
Bylaws.
Compliance with Section 16(a) Beneficial Ownership Reporting
Section 16(a) of the Securities Exchange Act of 1934, and rules thereunder,
requires the Fund's directors and officers, and any persons holding 10% or more
of its common stock, to file reports of ownership and changes in ownership with
the Securities and Exchange Commission and the American Stock Exchange. Based on
the Fund's review of the copies of such forms it receives, the Fund believes
that during the calendar year ended 2005, such persons complied with all such
applicable filing requirements.
Notice to Banks, Broker/Dealers and Voting Trustees and Their Nominees
Please advise the Fund's transfer agent American Stock Transfer & Trust
Company at 1-800-937-5449 whether other persons are the beneficial owners of the
shares for which proxies are being solicited and, if so, the number of copies of
this Proxy Statement and other soliciting material you wish to receive in order
to supply copies to the beneficial owners of shares.
It is important that proxies be returned promptly. Therefore, stockholders who
do not expect to attend the meeting in person are urged to complete, sign, date
and return the enclosed proxy card in the enclosed postage-paid envelope.
8
APPENDIX A
AUDIT COMMITTEE CHARTER
(as amended June 8, 2005)
1. The Audit Committee shall have a minimum of three members and shall consist
of all Board members who are "independent directors" in accordance with the
American Stock Exchange rules.
2. The purposes of the Audit Committee are:
a. to oversee the Fund's accounting and financial reporting policies and
practices, its internal controls and, as appropriate, the internal
controls of certain service providers;
b. to oversee the quality and objectivity of the Fund's financial
statements and the independent audit thereof; and
c. to act as a liaison between the Fund's independent auditors and the
full Board of Directors.
The function of the Audit Committee is oversight. The Fund's management is
responsible for (i) the preparation, presentation and integrity of the Fund's
financial statements, (ii) the maintenance of appropriate accounting and
financial reporting principles and policies and (iii) the maintenance of
internal controls and procedures designed to assure compliance with accounting
standards and applicable laws and regulations. The auditors are responsible for
planning and carrying out proper audits and reviews. In fulfilling their
responsibilities hereunder, it is recognized that members of the Audit Committee
are not full-time employees of the Fund and are not necessarily, and do not
necessarily represent themselves to be, accountants or auditors by profession or
experts in the fields of accounting or auditing. As such, it is not the duty or
responsibility of the Audit Committee or its members to conduct "field work" or
other types of auditing or accounting reviews or procedures. Each member of the
Audit Committee shall be entitled to rely on (i) the integrity of those persons
and organizations within and outside the Fund from which it receives information
and (ii) the accuracy of the financial and other information provided to the
Audit Committee by such persons and organizations absent actual knowledge to the
contrary (which shall be promptly reported to the Fund's Board). In addition,
the review of the Fund's financial statements by the Audit Committee is not of
the same quality as audits performed by the independent accountants, nor does
the Audit Committee's review substitute for the responsibilities of the Fund's
management for preparing, or the independent accountants for auditing, the
financial statements.
3. To carry out its purposes, the Audit Committee shall have the following
duties and powers:
a. to recommend the selection, retention or termination of auditors and,
in connection therewith, to evaluate the independence of the auditors,
including whether the auditors provide any consulting services to the
Fund's investment manager (it being understood that the auditors are
ultimately accountable to the Audit Committee and the Fund's Board and
that the Audit Committee and the Fund's Board shall have the ultimate
authority and responsibility to select, evaluate, retain and terminate
auditors, subject to any required stockholder vote);
b. to ensure receipt of a formal written statement from the auditors on a
periodic basis specifically delineating all relationships between the
auditors and the Fund; to discuss with the auditors any disclosed
relationships or services that may impact the auditors' objectivity
and independence; and to take, or recommend that the full Board take,
appropriate action to oversee the independence of the auditors;
A-1
c. to meet with the Fund's auditors, including private meetings, as
necessary (i) to review the arrangements for and scope of the annual
audit and any special audits; (ii) to discuss any matters of concern
relating to the Fund's financial statements, including any adjustments
to such statements recommended by the auditors, or other results of
said audit(s); (iii) to consider the auditors' comments with respect
to the Fund's financial policies, procedures and internal accounting
controls and management's responses thereto; and (iv) to review the
form of opinion the auditors propose to render to the Fund;
d. to consider the effect upon the Fund of any changes in accounting
principles or practices proposed by management or the auditors;
e. to review the audit and non-audit services provided to the Fund by the
auditors and the fees charged for such services;
f. to consider for pre-approval any non-audit services proposed to be
provided by the auditors to the Fund, and any non-audit services
proposed to be provided by such auditors to the Fund's investment
manager, if any, which have a direct impact on Fund operations or
financial reporting. In those situations when it is not convenient to
obtain full Audit Committee approval, the Chairman of the Audit
Committee is delegated the authority to grant pre-approvals of
auditing, audit-related, non-audit related, tax, and all other
services so long as all such pre-approved decisions are reviewed with
the full Audit Committee at its next scheduled meeting. Such
pre-approval of non-audit services proposed to be provided by the
auditors to the Fund is not necessary, however, under the following
circumstances: (1) all such services do not aggregate to more than 5%
of total revenues paid by the Fund to the auditor in the fiscal year
in which services are provided, (2) such services were not recognized
as non-audit services at the time of the engagement, and (3) such
services are brought to the attention of the Audit Committee, and
approved by the Audit Committee, prior to the completion of the audit.
g. to review the status of the Audit Committee members to determine if
any of them may be considered a "financial expert" as defined in
Section 407 of the Sarbanes-Oxley Act of 2002 and make recommendations
regarding the "financial expert" determination to the full Board;
h. to receive copies of any complaints received by the Fund regarding
accounting, internal accounting controls or auditing matters and
review such complaints, and take appropriate actions, if any. The
Committee shall ensure that any such complaints received from
employees of the Fund or the Fund's investment manager are treated on
a confidential basis and that such submissions need not identify the
submitting employee by name;
i. to investigate improprieties or suspected improprieties in Fund
operations; and
j. to report its activities to the full Board on a periodic basis and to
make such recommendations with respect to the above and other matters
as the Audit Committee may deem necessary or appropriate.
4. The Audit Committee shall meet on a regular basis and is empowered to hold
special meetings as circumstances require.
5. The Audit Committee shall regularly meet with the Fund's management,
including financial personnel.
6. The Audit Committee shall have the resources and authority appropriate to
discharge its responsibilities, and shall have the discretion to institute
investigations of improprieties or suspected improprieties and is vested
with authority to retain special counsel and other experts or consultants
at the expense of the Fund.
7. The Audit Committee shall review the adequacy of this Charter at least
annually and recommend any changes to the full Board. The Board shall also
review and approve this Charter at least annually.
8. The Fund must certify to the American Stock Exchange ("AMEX") that:
a. It has adopted this formal written Charter and the Audit Committee
annually reviewed and reassessed the adequacy of this Charter;
A-2
b. It has and will continue to have an Audit Committee of at least three
members, comprised solely of independent directors to the extent
required by AMEX rules, each of whom is able to read and understand
fundamental financial statements, including a company's balance sheet,
income statement, and cash flow statement or will become able to do so
within a reasonable period of time after his or her appointment to the
audit committee; and
c. It has at least one member of the Audit Committee that has past
employment experience in finance or accounting, requisite professional
certification in accounting, or any other comparable experience or
background which results in the individual's financial sophistication.
A-3
ANNUAL MEETING OF STOCKHOLDERS OF FOXBY CORP.
September 6, 2006
Please detach along perforated line and mail in the envelope provided
Please date, sign and mail your proxy card in the envelope provided as soon as
possible.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR
VOTE IN BLUE OR BLACK INK AS SHOWN HERE [x]
1. To elect to the Board of Directors the Nominee, Thomas B. Winmill, as a
Class IV Director, and until his successor is duly elected and qualifies.
NOMINEE:
[ ] FOR Thomas B. Winmill
[ ] WITHHOLD AUTHORITY
Your vote is important! Please sign and date the proxy/voting instructions card
below and return it promptly in the enclosed postage-paid envelope or otherwise
to Foxby Corp. c/o American Stock Transfer & Trust Company, 59 Maiden Lane, New
York, NY 10038 so that your shares can be represented at the Meeting. If no
instructions are given on a proposal, the proxies will vote FOR the proposal, in
accordance with the Fund Board's recommendations.
To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that
changes to the registered name(s) on the account may not be submitted via
this method.
Signature of Stockholder ___________Date:_____
Signature of Stockholder ___________Date:_____
Note: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.
PROXY CARD
This proxy is solicited by and on behalf of Foxby Corp.'s Board of Directors for
the Annual Meeting of Stockholders on September 6, 2006, and at any postponement
or adjournment thereof.
The undersigned stockholder of Foxby Corp. (the "Fund") hereby appoints Thomas
B. Winmill and John F. Ramirez and each of them, the attorneys and proxies of
the undersigned, with full power of substitution in each of them, to attend the
2006 Annual Meeting of Stockholders to be held at the offices of the Fund at 11
Hanover Square, 12th Floor, New York, New York, on Wednesday, September 6, 2006,
at 8:30 a.m., and at any postponement or adjournment thereof ("Meeting") to cast
on behalf of the undersigned all votes that the undersigned is entitled to cast
at the Meeting and otherwise to represent the undersigned at the Meeting with
all of the powers possessed by the undersigned if personally present at the
Meeting. The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting and the accompanying Proxy Statement and revokes any proxy heretofore
given for the Meeting.
The votes entitled to be cast by the undersigned will be cast as instructed on
the reverse side hereof. If this Proxy is executed but no instruction is given,
the votes entitled to be cast by the undersigned will be cast "for" the nominee
as proposed in the Proxy Statement and in any event in the discretion of the
Proxy holder on any other matter that may properly come before the Meeting.
(Continued and to be signed on the reverse side)