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 2005 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 October 4, 2005 at 8:00 a.m., local
time, for the following purpose:
1. To elect to the Board of Directors the Nominee, Peter K. Werner as a Class
III Director.
Stockholders of record at the close of business on August 22, 2005 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
August 31, 2005
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 October 4, 2005
This Proxy Statement, dated August 31, 2005, is furnished in connection
with a solicitation of proxies by the Board of Directors (the "Board) of the
Foxby Corp. (the "Fund") to be voted at the 2005 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 October 4, 2005 at 8 a.m., local time, and at any
postponement or adjournment thereof ("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 August 22, 2005 ("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 fractional votes 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 September 2, 2005. 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
At the Meeting, 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, except with respect to any matter which, under
applicable statutes or regulatory requirements, requires approval by a separate
vote of one or more classes or series of stock, in which case the presence in
person or by proxy of stockholders entitled to cast one-third of all the votes
entitled to be cast by each class or series entitled to vote as a separate class
or series on the matter shall constitute a quorum; but this shall not affect any
requirement under any statute or the Charter of the Fund for the vote necessary
for the adoption of any measure. If, however, such quorum shall not be present
at the Meeting, the chairman of the Meeting shall have 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 such
adjourned Meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the Meeting as originally
notified. 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.
Vote Required
As set forth in the Fund's Bylaws as amended on June 8, 2005, "[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." Inasmuch as the only
nominee for Director permitted under such Bylaws 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.
-1-
Proposal 1: Election of Directors
At the Board of Directors meeting held on June 8, 2005, the Fund's
Board approved the nomination of Peter K. Werner as a Class III Director to hold
office until the 2010 annual meeting and until his successor is duly elected and
qualifies. In the event Peter K. Werner 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 for Class III Director of the Fund.
Number of Portfolios
in Investment Company Other Public Company
Name, Principal Occupation, Business Experience Director Complex Overseen Directorships Held
for Past Five Years, Address, and Age Since by Director by Director
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Non-interested Nominee:
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Class III:
PETER K. WERNER - Since 1996 he has taught 2002 5 0
and directed many programs 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 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.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE FOR THE NOMINEE.
The following table sets forth certain information concerning the other
Directors currently serving on the Board of the Fund. Each Director who is
deemed to be an "interested person" because he is an "affiliated person" as
defined in the Investment Company Act of 1940, as amended (the "1940 Act"), is
indicated by an asterisk. Class V became vacant upon the decease of John B.
Russell in July 2005.
Number of Portfolios
in Investment Company Other Public Company
Name, Principal Occupation, Business Experience Director Complex Overseen Directorships Held
for Past Five Years, Address, and Age Since by Director by Director
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Non-interested Directors:
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Class I:
JAMES E. HUNT - He is a Managing Director of 2004 5 0
Hunt Howe Partners LLC executive recruiting
consultants. He was born on December 14, 1930.
Class II:
BRUCE B. HUBER, CLU, ChFC, MSFS - He is a 2004 5 0
Financial Representative with New England
Financial, specializing in financial,
estate and insurance matters. He was born
on February 7, 1930.
-2-
Number of Portfolios
in Investment Company Other Public Company
Name, Principal Occupation, Business Experience Director Complex Overseen Directorships Held
for Past Five Years, Address, and Age Since by Director by Director
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Interested Director:
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Class IV:
THOMAS B. WINMILL* - He is President, Chief 2002 5 Bexil Corporation
Executive Officer, and General Counsel of the
Fund, as well as the other investment companies
(collectively, the "Investment Company Complex")
advised by CEF Advisers, Inc. (the "Investment
Manager") and its affiliates, the Investment
Manager, and Winmill & Co. Incorporated and its
affiliates ("WCI"). He also serves as General
Counsel to Tuxis Corporation, an affiliate of
WCI. 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 1940 Act due to his
affiliation with the Investment Manager.
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.
Unless otherwise noted, the address of record for the officers is 11
Hanover Square, New York, New York 10005. The executive officers, other than
those who serve as Directors, and their relevant biographical information are
set forth below:
Name and Age Principal Occupation During Past 5 years
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Thomas O'Malley Chief Accounting Officer, Chief Financial Officer, and Vice President since
Born on July 22, 1958 2005. He also is Chief 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
William G. Vohrer Treasurer since 2001. He also is Treasurer of the Investment Company Complex,
Born on August 17, 1950 the Investment Manager, and WCI. From 1999 to 2001, he consulted on accounting
matters.
Marion E. Morris Senior Vice President since 2000. She is also a Senior Vice President of the
Born on June 17, 1945 Investment Company 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
Born on April 29, 1977 Compliance 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.
-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
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Non-interested Nominee:
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Peter K. Werner None **
Non-interested Directors:
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Bruce B. Huber None **
James E. Hunt 3,000 **
Interested Director:
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Thomas B. Winmill 200 **
Officers:
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Marion E. Morris None **
Thomas O'Malley None **
John F. Ramirez None **
William G. Vohrer None **
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Total shares held by directors 3,200 **
and officers as a group ===== ==
** Less than 1% of the outstanding shares
To the knowledge of the management of the Fund, the following
stockholders beneficially owned 5% or more of the outstanding shares of the
Company as of the Record Date:
Approximate Percentage of
Name and Address Common Stock Fund's Total Outstanding Shares
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Richard J. Shaker(1) 397,300 shares 15.26%
D.B.A. Shaker Financial Services
1094 Magothy Circle
Annapolis, Maryland 21401
Bassett S. Winmill* 244,400 shares 9.39%
11 Hanover Square
New York, New York 10005
Thomas B. Winmill** 237,100 shares 9.11%
11 Hanover Square
New York, New York 10005
Investor Service Center, Inc. 236,900 shares 9.10%
11 Hanover Square
New York, New York 10005
Winmill & Co. Incorporated*** 236,900 shares 9.10%
11 Hanover Square
New York, New York 10005
CSS LLC(2)
175 W. Jackson Street, Ste. 440 150,000 shares 5.76%
Chicago, IL 60604 150,000 shares
(1)According to a Form 4/A filed July 14, 2005.
(2)According to a Schedule 13G/A filed February 3, 2005.
-4-
*Bassett S. Winmill has indirect beneficial ownership of 236,900 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.
Winmill disclaims beneficial ownership of the shares held by Investor Service
Center, Inc.
**Thomas B. Winmill has indirect beneficial ownership of 236,900 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.
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.
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
---------------------------------------- ------------------------------ -------------------------------------------------
Non-interested Nominee:
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Peter K. Werner None $1-$10,000
Non-interested Directors:
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Bruce B. Huber None None
James E. Hunt $1-$10,000 $10,001-$50,000
Interested Director:
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Thomas B. Winmill $1-$10,000 over $100,000
Currently, the Fund pays its Directors who are not "interested persons"
or affiliated with the Investment Manager, 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. 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, two special committee
meetings and no executive committee or nominating committee meetings during the
Fund's most recently completed full fiscal year ended December 31, 2004. Each
Director attended all Board and committee meetings held during such periods
during the time such Director was in office.
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 (the number of
which is set forth in parenthesis next to the Director or nominee's name) for
the year ended December 31, 2004, is as follows:
Name of Director or Nominee Total Compensation from
(Current Total Number of Investment Aggregate Compensation the Fund and Investment
Companies)* from the Fund Company Complex
-------------------------------------- ------------------------- -------------------------
Non-interested Nominee:
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Peter K. Werner (5) $4,300 $19,250
Non-interested Directors:
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Bruce B. Huber (5) $550 $16,000
James E. Hunt (5) $3,425 $23,000
Interested Director:
--------------------
Thomas B. Winmill (5) None None
*During the fiscal year 2004 there were five investment companies managed by the
Investment Manager and its affiliated investment adviser.
-5-
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, 2004, the Fund paid the Investment Manager investment management fees of
$67,655. The Fund reimbursed the Investment Manager $38,322 for providing at
cost certain compliance services of $12,644 and accounting service of $25,678
during the year ended December 31, 2004.
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 have sued the Fund and its
Directors, alleging various breaches by the Directors of fiduciary duty under
Maryland law and seeking declaratory and injunctive relief. This suit generally
arises out of the Fund's 2004 annual meeting of stockholders and the Fund's
Bylaws. The Fund has filed a motion for summary judgment. In connection with
these and other legal matters, legal expenses incurred by the Fund were $83,200
in the year ended December 31, 2004 and $296,300 for the six months ended June
30, 2005.
Board of Directors' Annual Approval of the Investment Management Agreement
The investment management agreement between the Fund and the Investment
Manager generally provides that the agreement shall continue automatically for
successive periods of twelve months each, provided that such continuance is
specifically approved at least annually (i) by a vote of a majority of the
Directors of the Fund who are not parties to the agreement, or interested
persons of any such party and (ii) by the Board of Directors of the Fund or by
the vote of the holders of a majority of the outstanding voting securities of
the Fund.
In considering the annual approval of the agreement between the Fund
and the Investment Manager, the Board of Directors considered information that
had been provided throughout the year at regular Board meetings, as well as
information furnished to the Board for a meeting held in March 2005 to
specifically consider the renewal of the agreement. Such information included,
among other things, the following: information comparing the management fee of
the Fund with those of comparable funds; information regarding Fund investment
performance in comparison to a relevant peer group of funds; the economic
outlook and the general investment outlook in relevant investment markets; the
Investment Manager's results and financial condition and the overall
organization of the Investment Manager; the allocation of brokerage and the
benefits received by the Investment Manager as a result of brokerage allocation;
the Investment Manager's management of relationships with the custodian,
transfer agent, and fund accountant; the resources devoted to the Investment
Manager's compliance efforts undertaken on behalf of the funds it manages and
the record of compliance with the investment policies and restrictions and with
policies on personal securities transactions; the quality, nature, cost and
character of the administrative and other non-investment management services
provided by the Investment Manager and its affiliates; and the terms of the
agreement and the reasonableness and appropriateness of the particular fee paid
by the Fund for the services described therein.
The Board of Directors also considered the nature, extent and quality
of the management services provided by the Investment Manager. In so doing, the
Board considered the Investment Manager's management capabilities with respect
to the types of investments held by the Fund, including information relating to
the education, experience and number of investment professionals and other
personnel who provide services under the agreement. The Board also took into
account the time and attention to be devoted by management to the Fund and the
other funds in the complex. The Board evaluated the level of skill required to
manage the Fund and concluded that the human resources available at the
Investment Manager were appropriate to fulfill effectively its duties on behalf
of the Fund.
The Board received information concerning the investment philosophy and
investment process applied by the Investment Manager in managing the Fund. In
this regard, the Board considered the Investment Manager's in-house research
capabilities as well as other resources available to the Investment Manager
personnel, including research services that may be available to the Investment
Manager as a result of securities transactions effected for the Fund and related
investment management clients. The Board concluded that the Investment Manager's
investment process, research capabilities and philosophy were well suited to the
Fund, given the Fund's investment objective and policies.
In its review of comparative information with respect to Fund
investment performance, the Board received comparative information, comparing
the Fund's performance to that of similar peer groups. After reviewing this
information, the Board concluded that the Fund has performed within a range that
the Board deemed competitive. With respect to its review of investment
management fees, the Board considered information comparing the Fund's
management fee and expense ratio to those of comparable funds with similar
management fee characteristics. This information assisted the Board in
concluding that the fee paid by the Fund is within the range of those paid by
comparable funds within the fund industry. In reviewing the information
regarding the expense ratio of the Fund, the Board concluded that although the
Fund's expense ratio is within a higher range, it is competitive with comparable
funds in light of the quality of services received.
-6-
In addition to the factors mentioned above, the Board reviewed the
level of the Investment Manager's profits in providing investment management and
related services for the Fund and for all the funds in the Investment Company
Complex. In addition, the Board considered the fiduciary duty assumed by the
Investment Manager in connection with the services rendered to the Fund and the
business reputation of the Investment Manager and its financial resources. The
Board concluded that in light of the services rendered, the profits realized by
the Investment Manager are not unreasonable.
The Board did not consider any single factor as controlling in
determining whether or not to renew the agreement. Nor are the items described
herein all the matters considered by the Board. In assessing the information
provided by the Investment Manager and its affiliates, the Board also took into
consideration the benefits to shareholders of investing in a fund that is part
of a family of funds which provides a large variety of shareholder services.
Based on its consideration of the foregoing factors and conclusions,
and such other factors and conclusions as it deemed relevant, and assisted by
counsel, the Board concluded that the approval of the agreement, including the
fee structure, is in the interests of shareholders.
Audit Committee Report
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 2004.
The Committee reported that at the meeting of the Audit Committee held
on February 24, 2005 the Audit Committee recommended the retention of Tait,
Weller & Baker ("Tait, Weller") as the independent registered public accounting
firm ("IRPAF") for the Funds. In connection therewith, the Audit Committee met
with Mr. DeVerter of Tait, Weller to review the results of the 2004 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 serves as the IRPAF for Tuxis Corporation
and Winmill & Co. Incorporated and its subsidiaries; nonetheless, Tait, Weller
believes 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, 2005. Tait, Weller also acts as IRPAF of the
Investment Manager, 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 Fund's financial statements for the fiscal years ended December 31,
2003 and 2004 were audited by Tait, Weller. The following table sets forth the
aggregate fees billed for professional services rendered by Tait, Weller:
-7-
Fiscal Year Ended Aggregate Non
December 31 Audit Fees Audit-Related Fees Tax Fees All Other Fees -Audit Fees*
------------------- ------------ -------------------- ---------- ---------------- ---------------
2003 $9,500 $1,000 $2,500 $0 $41,000
2004 $9,000 $1,000 $3,000 $0 $38,750
*Tait, Weller also provides audit and non-audit services to the Investment
Manager, WCI, and the Investment Company Complex. The Audit Committee has
considered the provision of these services and has determined such services to
be compatible with maintaining Tait, Weller's independence.
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 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: (i) 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, (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. See Appendix B 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 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 Fund's investment adviser, 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 Charter. The
Charter was included in the appendix to the Fund's proxy statement filed during
the fiscal year 2004.
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. The Funds does
not pay any fees to, or reimburses expenses of, any Director during a time when
the Director is considered an "interested person" of the Fund. The aggregate
compensation paid by the Fund to the Directors during the Fund's fiscal year
ended in 2004, the aggregate compensation paid to the Directors during calendar
year 2004 by all of the investment companies in the Investment Company Complex,
and the total number of investment companies in the Investment Company Complex
as to which the Directors are a director and the number of investment portfolios
as to which the Directors are directors are set forth above. Neither the Fund
nor any other investment company in the Investment Company Complex provides
compensation in the form of pension or retirement benefits to any of its
directors.
-8-
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, the Fund's Board amended and restated 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"). The Board also adopted a
Conflict of Interest and Corporate Opportunities Policy applicable to its
disinterested directors, a current copy of which is included as Appendix A to
this proxy statement.
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. In addition, the Fund will retain N.S. Taylor &
Associates ("N.S. Taylor"), 15 North Street, 2nd Floor, P.O. Box 358
Dover-Foxcroft, ME 04426, to solicit proxies on behalf of its Board for a fee
estimated at $2,000 plus expenses, primarily by contacting stockholders by
telephone and telegram. 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 N.S. Taylor toll-free at 1-866-470-1500. 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 2006 Annual Meeting must be received by the
Secretary no earlier than May 5, 2006 nor later than June 4, 2006. 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 2006 Proxy
Statement, we must receive it on or before May 5, 2006 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 2004, such persons
complied with all such applicable filing requirements except Mr. Shaker and one
late filing made with respect to a Form 4 filed on behalf of Bassett S. Winmill.
-9-
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.
-10-
APPENDIX A
FOXBY CORP.
CONFLICT OF INTEREST AND CORPORATE OPPORTUNITIES POLICY
In order to enable the Foxby Corp. (the "Fund") to maintain the highest
standards of corporate governance, generally each Disinterested Director (as
defined below) should be free of relationships, activities or interests which
conflict with, or appear to conflict with, the interests of the Fund or may
deprive the Fund and its stockholders of the loyalty of and fair dealing by its
Disinterested Directors. In furtherance of these goals, the Board of Directors
of the Fund (the "Board") has adopted a formal Conflict of Interest and
Corporate Opportunities Policy to generally preclude any material conflicts or
improprieties with respect to actions of the individual Disinterested Directors.
I. Conflicts of Interest:
A. A Disinterested Director shall not use corporate property,
information or position in a manner that constitutes a material
Conflict of Interest or otherwise knowingly engage in a conflict of
interest.
B. A "Conflict of Interest" means a personal interest of a
Disinterested Director that interferes, or appears to interfere, in
any way with the interests of the Fund as a whole. A conflict of
interest includes, without limitation:
1. An interest that has the potential to make it difficult for
a Disinterested Director to perform his or her duties
objectively;
2. The receipt of improper personal benefit
(i.e., a benefit not received by all other similarly
situated directors or officers or the stockholders of the
Fund) from the Fund by a Disinterested Director (or a
family member of a Disinterested Director) resulting from
the Disinterested Director's position with the Fund; and
C. A "Disinterested Director" means a Director who is not an Interested
Person with respect to the Fund.
D. An "Interested Person" has the meaning stated in Section 2(a)(19) of
the Investment Company Act of 1940, as amended, and the rules
promulgated thereunder.
E. A "Family Member" of a Disinterested Director means:
1. The spouse, parent, child, grandchild or sibling of a
Disinterested Director or of the spouse of any of the
foregoing;
2. An individual having the same home as a Disinterested
Director; or
3. A trust or estate of which an individual specified in
this Section E is a substantial beneficiary; or
4. Trust, estate, incompetent, conservatee or
minor of which the Disinterested Director is a fiduciary.
F. A Disinterested Director who has a conflict of interest or potential
conflict of interest shall report in writing to the Secretary of the
Fund within five days from the date on which the Disinterested
Director knew or reasonably should have been expected to have
learned or known of the potential conflict. The Secretary of the
Fund shall distribute the report to each director and the conflict
report shall be filed with the minutes of the next regular or
special meeting of the Board.
II. Confidentiality: A Disinterested Director shall maintain confidentiality of
information entrusted to him or her by the Fund, except when disclosure is
specifically authorized or legally mandated. Confidential information
consists of all non-public information that may be of use to competitors or
harmful to the Fund if disclosed.
III. Fair Dealing: A Disinterested Director, taking action in his or her
capacity as a Disinterested Director or on behalf of any entity with which
the Disinterested Director is affiliated, shall not take unfair advantage
of the Fund, its stockholders or any of the directors or officers, through
manipulation, concealment, abuse of privileged information,
misrepresentation of material facts or any other practices that would
constitute unfair dealing.
A-1
IV. Corporate Opportunities: A Disinterested Director shall not take for
himself or herself personally an opportunity that the Fund could
realistically expect to obtain and develop and is discovered through the
use of corporate property, information or position unless the Disinterested
Director has presented the opportunity to the Board in writing and the
Board has rejected the opportunity. The written opportunity report shall be
filed with the minutes of the next regular or special meeting of the Board.
A-2
APPENDIX B
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
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;
B-1
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;
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.
B-2
Foxby Corp.
c/o Corporate Election Services
P.O. Box 1150
Pittsburgh, PA 15230
-------------------------------
Please fold and detach card at perforation before mailing.
--------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS OF FOXBY CORP.
October 4, 2005
This proxy is solicited by and on behalf of Foxby Corp.'s Board of Directors for
the Annual Meeting of Stockholders on October 4, 2005, 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
2005 Annual Meeting of Stockholders to be held at the offices of the Fund at 11
Hanover Square, 12th Floor, New York, New York on Tuesday, October 4, 2005 at
8:00 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.
Dated: _______________________________________________, 2005
____________________________________________________________
Signature(s) of Stockholder(s)
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.
Please sign, date and return promptly in the enclosed envelope.
Your vote is important! Please sign and date the proxy card below and
return it promptly in the enclosed postage-paid envelope or otherwise to
Foxby Corp., c/o Corporate Election Services, P.O. Box 1150, Pittsburgh, PA
15230-1150 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.
Please fold and detach card at perforation before mailing.
--------------------------------------------------------------------------------
Foxby Corp. Proxy
--------------------------------------------------------------------------------
The votes entitled to be cast by the undersigned will be cast as instructed
below. 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.
1. To elect to the Board of Directors the Nominee, Peter K. Werner as a Class
III Director.
NOMINEE: Peter K. Werner
[ ] FOR the nominee listed above [ ] WITHHOLD AUTHORITY
for the nominee listed above
[ ] To change the address on your account, please check the box and indicate
your new address in the address space on the reverse. Please note that
changes to the registered name(s) on the account may not be submitted via
this method.
(Continued and to be signed on the reverse side)