Investment Company Act file number: 811-09261
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11 Hanover Square, New York, NY 10005
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(Address of principal executive offices) (Zipcode)
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FOXBY CORP. | ||||
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SEEKING TOTAL RETURN |
2015 |
DECEMBER 31 |
ANNUAL REPORT
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WWW.FOXBYCORP.COM
PORTFOLIO ANALYSIS
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December 31, 2015
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1 Annual Report 2015 |
FOXBY CORP.
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TO OUR SHAREHOLDERS
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December 31, 2015
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Dear Fellow Shareholders:
FOXBY CORP.
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Annual Report 2015 2
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TO OUR SHAREHOLDERS
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December 31, 2015
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3 Annual Report 2015 |
FOXBY CORP.
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SCHEDULE OF PORTFOLIO INVESTMENTS
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December 31, 2015
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Financial Statements
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Shares
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Common Stocks (104.81%)
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Value
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||||||||
Cigarettes (1.38%) |
||||||||||
1,000 |
Philip Morris International, Inc. |
$ 87,910 | ||||||||
Computer Communications Equipment (3.85%) |
||||||||||
9,000 |
Cisco Systems, Inc. (a) |
244,395 | ||||||||
Computer and Computer Software Stores (1.65%) |
||||||||||
3,750 |
GameStop Corp. |
105,150 | ||||||||
Computer & Office Equipment (0.87%) |
||||||||||
400 |
International Business Machines Corporation (a) |
55,048 | ||||||||
Electronic & Other Electrical Equipment (0.75%) |
||||||||||
1,000 |
Emerson Electric Co. |
47,830 | ||||||||
Electronic Computers (1.99%) |
||||||||||
1,200 |
Apple Inc. (a) (b) |
126,312 | ||||||||
Finance Services (1.09%) |
||||||||||
1,000 |
American Express Company (a) |
69,550 | ||||||||
Fire, Marine & Casualty Insurance (8.13%) |
||||||||||
3,500 |
Berkshire Hathaway, Inc. Class B (a) (b) |
462,140 | ||||||||
1,000 |
W.R. Berkley Corporation |
54,750 | ||||||||
516,890 | ||||||||||
Information Retrieval Services (6.12%) |
||||||||||
500 |
Alphabet Inc. Class A (a) (b) |
389,005 | ||||||||
Investment Advice (7.77%) |
||||||||||
900 |
Ameriprise Financial, Inc. (a) |
95,778 | ||||||||
9,000 |
Franklin Resources, Inc. (a) |
331,380 | ||||||||
2,000 |
Invesco Ltd. |
66,960 | ||||||||
494,118 | ||||||||||
In Vitro & In Vivo Diagnostic Substances (4.07%) |
||||||||||
6,000 |
Myriad Genetics, Inc. (b) |
258,960 | ||||||||
Leather & Leather Products (1.01%) |
||||||||||
1,600 |
Michael Kors Holdings Limited (b) |
64,096 | ||||||||
Men’s & Boys’ Furnishings, Work Clothing, & Allied Garments (1.75%) |
||||||||||
1,000 |
Ralph Lauren Corp. |
111,480 | ||||||||
Miscellaneous Homefurnishings Stores (1.90%) |
||||||||||
2,500 |
Bed Bath & Beyond Inc. (b) |
120,625 | ||||||||
See notes to financial statements. |
FOXBY CORP.
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Annual Report 2015 4
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SCHEDULE OF PORTFOLIO INVESTMENTS
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December 31, 2015
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Financial Statements
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Shares
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Common Stocks(continued)
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Value
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||||||||
Motor Vehicles & Passenger Car Bodies (8.60%) |
||||||||||
4,800 |
Daimler AG |
$ 401,520 | ||||||||
4,250 |
General Motors Company (a) |
144,543 | ||||||||
546,063 | ||||||||||
National Commercial Banks (5.13%) |
||||||||||
6,000 |
Wells Fargo & Company (a) |
326,160 | ||||||||
Office Furniture (1.41%) |
||||||||||
9,150 |
Kimball International Inc. Class B |
89,396 | ||||||||
Paperboard Containers & Boxes (0.70%) |
||||||||||
1,000 |
REXAM PLC |
44,720 | ||||||||
Petroleum Refining (1.23%) |
||||||||||
1,000 |
Exxon Mobil Corp. |
77,950 | ||||||||
Pharmaceutical Preparations (0.67%) |
||||||||||
1,000 |
Sanofi ADR |
42,650 | ||||||||
Printed Circuit Boards (1.62%) |
||||||||||
9,375 |
Kimball Electronics, Inc. (b) |
103,031 | ||||||||
Railroad Equipment (2.00%) |
||||||||||
3,900 |
The Greenbrier Companies, Inc. |
127,218 | ||||||||
Real Estate (0.96%) |
||||||||||
5,000 |
NorthStar Asset Management Group Inc. |
60,700 | ||||||||
Real Estate Investment Trusts (1.03%) |
||||||||||
2,000 |
Tanger Factory Outlet Centers, Inc. |
65,400 | ||||||||
Retail Consulting and Investment (0.01%) |
||||||||||
72,728 |
Amerivon Holdings LLC (c) |
727 | ||||||||
Retail - Drug Stores and Proprietary Stores (3.44%) |
||||||||||
2,500 |
Express Scripts Holding Company (a) (b) |
218,525 | ||||||||
Retail - Eating Places (6.80%) |
||||||||||
3,000 |
McDonald’s Corp. (a) |
354,420 | ||||||||
400 |
Panera Bread Company (a) (b) |
77,912 | ||||||||
432,332 | ||||||||||
Retail - Family Clothing Stores (1.40%) |
||||||||||
3,600 |
The GAP, Inc. (a) |
88,920 | ||||||||
Retail - Miscellaneous Shopping Goods Stores (1.90%) |
||||||||||
4,000 |
Hibbett Sports, Inc. (b) |
120,960 | ||||||||
See notes to financial statements. |
5 Annual Report 2015 |
FOXBY CORP.
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SCHEDULE OF PORTFOLIO INVESTMENTS
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December 31, 2015
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Financial Statements
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Shares
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Common Stocks(continued)
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Value
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||||||||
Retail - Variety Stores (3.66%) |
||||||||||
3,800 |
Wal-Mart Stores, Inc. (a) |
$ 232,940 | ||||||||
Services - Advertising Agencies (1.01%) |
||||||||||
850 |
Omnicom Group Inc. |
64,311 | ||||||||
Services - Business Services (1.97%) |
||||||||||
7,000 |
The Western Union Company |
125,370 | ||||||||
Services - Medical Laboratories (2.53%) |
||||||||||
1,300 |
Laboratory Corporation of America Holdings (b) |
160,732 | ||||||||
Soap, Detergents, Cleaning Preparations, Perfumes, Cosmetics (5.00%) |
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4,000 |
The Procter & Gamble Company (a) |
317,640 | ||||||||
Sporting Goods Stores (2.00%) |
||||||||||
3,600 |
Dick’s Sporting Goods, Inc. |
127,260 | ||||||||
Textile Goods (2.04%) |
||||||||||
19,000 |
Iconix Brand Group, Inc. (b) |
129,770 | ||||||||
Transportation Equipment (2.57%) |
||||||||||
1,900 |
Polaris Industries Inc. |
163,305 | ||||||||
Wholesale - Computers & Peripheral Equipment & Software (1.43%) |
||||||||||
3,000 |
Ingram Micro Inc. |
91,140 | ||||||||
Wholesale - Drugs Proprietaries & Druggists’ Sundries (1.13%) |
||||||||||
365 |
McKesson Corporation |
71,989 | ||||||||
Wholesale - Electronic Parts & Equipment (1.35%) |
||||||||||
2,000 |
Avnet, Inc. (a) |
85,680 | ||||||||
Wholesale - Industrial Machinery & Equipment (0.89%) |
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1,000 |
MSC Industrial Direct Co., Inc. |
56,270 | ||||||||
Total common stocks (Cost $5,705,946) |
6,662,528 | |||||||||
Closed End Funds (4.18%) |
||||||||||
1,900 |
Advent Claymore Convertible Securities and Income Fund II |
10,545 | ||||||||
6,500 |
Advent Claymore Convertible Securities and Income Fund |
87,880 | ||||||||
8,602 |
Alpine Global Premier Properties Fund |
49,633 | ||||||||
443 |
Central Securities Corporation |
8,426 | ||||||||
600 |
The Cushing Renaissance Fund |
8,562 | ||||||||
600 |
LMP Corporate Loan Fund Inc. |
5,928 | ||||||||
400 |
RMR Real Estate Income Fund |
7,708 | ||||||||
900 |
Sprott Focus Trust, Inc. |
5,220 | ||||||||
3,500 |
Western Asset Emerging Markets Debt Fund Inc. |
48,055 | ||||||||
3,500 |
Western Asset Emerging Markets Income Fund Inc. |
34,055 | ||||||||
Total closed end funds (Cost $280,177) |
266,012 | |||||||||
See notes to financial statements. |
FOXBY CORP.
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Annual Report 2015 6
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SCHEDULE OF PORTFOLIO INVESTMENTS
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December 31, 2015
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Financial Statements
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Shares
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Value
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Exchange Traded Funds (8.37%) |
||||||||||||||||
4,500 |
Cambria Shareholder Yield ETF |
$ 130,046 | ||||||||||||||
2,900 |
First Trust US IPO Index Fund ETF |
148,277 | ||||||||||||||
3,000 |
Guggenheim Spin-Off ETF |
115,320 | ||||||||||||||
3,050 |
PowerShares Buyback Achievers ETF Trust |
138,653 | ||||||||||||||
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Total exchange traded funds (Cost $547,971) |
532,296 | |||||||||||||||
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Preferred Stocks (1.75%) |
||||||||||||||||
Retail Consulting and Investment (1.75%) |
||||||||||||||||
198,498 |
Amerivon Holdings LLC (c) (Cost $549,169) |
111,159 | ||||||||||||||
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Money Market Fund (0.01%) |
||||||||||||||||
395 |
SSgA Money Market Fund, 7 day annualized yield 0.01% (Cost $395) |
395 | ||||||||||||||
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Total investments ($7,083,658) (119.12%) |
7,572,390 | |||||||||||||||
Liabilities in excess of other assets (-19.12%) |
(1,215,388) | |||||||||||||||
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||||||||||||||||
Net assets (100.00%) |
$ 6,357,002 | |||||||||||||||
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(a) |
All or a portion of these securities are held with the Fund’s custodian in a separate account as pledged collateral pursuant to the Committed Facility Agreement. As of December 31, 2015, the value of pledged collateral securities was $3,620,347 and there were no securities on loan under the Lending Agreement. |
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(b) (c) |
Non-income producing. Illiquid and/or restricted security that has been fair valued. |
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See notes to financial statements. |
7 Annual Report 2015 |
FOXBY CORP.
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STATEMENT OF ASSETS AND LIABILITIES
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Financial Statements
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December 31, 2015
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Assets |
||||||
Investments at value (cost $7,083,658) |
$ 7,572,390 |
|||||
Dividends receivable |
13,092 |
|||||
Foreign withholding tax reclaim receivable |
1,453 |
|||||
Other assets |
1,547 |
|||||
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Total assets |
7,588,482 |
|||||
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||||||
Liabilities |
||||||
Bank credit facility borrowing |
1,185,625 |
|||||
Payables |
||||||
Accrued expenses |
39,284 |
|||||
Investment management fee |
5,759 |
|||||
Administrative services |
812 |
|||||
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||||||
Total liabilities |
1,231,480 |
|||||
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Net Assets |
$ 6,357,002 |
|||||
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||||||
Net Asset Value Per Share |
$ 2.44 |
|||||
|
||||||
Net Assets Consist of |
||||||
Paid in capital |
$ 7,611,235 |
|||||
Accumulated undistributed net investment income |
120,467 |
|||||
Accumulated net realized loss on investments |
(1,863,410) |
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Net unrealized appreciation on investments |
488,710 |
|||||
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$ 6,357,002 |
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See notes to financial statements. |
FOXBY CORP.
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Annual Report 2015 8
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STATEMENT OF OPERATIONS
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Financial Statements
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Year Ended
|
|||||||||
Investment Income |
|||||||||
Dividends (net of $437 foreign tax expense) |
$ 202,419 |
||||||||
Total investment income |
202,419 |
||||||||
Expenses |
|||||||||
Investment management |
67,553 | ||||||||
Bookkeeping and pricing |
24,550 | ||||||||
Directors |
10,633 | ||||||||
Audit |
20,715 | ||||||||
Shareholder communications |
9,654 | ||||||||
Administrative services |
10,055 | ||||||||
Custody |
4,480 | ||||||||
Transfer agent |
4,305 | ||||||||
Interest on bank credit facility |
3,707 | ||||||||
Insurance |
1,993 | ||||||||
Other |
1,475 |
||||||||
Total expenses |
159,120 |
||||||||
Net investment income |
43,299 |
||||||||
Realized and Unrealized Gain (Loss) |
|||||||||
Net realized gain (loss) on |
|||||||||
Investments |
501,701 |
||||||||
Foreign currencies |
(3,434) |
||||||||
Unrealized depreciation on |
|||||||||
Investments |
(1,128,059) |
||||||||
Translation of assets and liabilities in foreign currencies |
(23) |
||||||||
Net realized and unrealized loss |
(629,815) |
||||||||
Net decrease in net assets resulting from operations |
$ (586,516) |
||||||||
See notes to financial statements. |
9 Annual Report 2015 |
FOXBY CORP.
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STATEMENTS OF CHANGES IN NET ASSETS
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||
For the Years Ended December 31, 2015 and 2014
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Financial Statements
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2015
|
2014
|
|||||||||
Operations |
||||||||||
Net investment income |
$ 43,299 |
$ 47,822 | ||||||||
Net realized gain |
498,267 |
570,698 | ||||||||
Unrealized depreciation |
(1,128,082) |
(567,754) | ||||||||
|
|
|||||||||
Net increase (decrease) in net assets resulting from operations |
(586,516) |
50,766 | ||||||||
|
|
|||||||||
Distributions to Shareholders |
||||||||||
Net investment income |
(27,115) |
- | ||||||||
Return of capital |
(25,086) |
- | ||||||||
|
|
|||||||||
Total distributions |
(52,201) |
- | ||||||||
|
|
|||||||||
Total increase (decrease) in net assets |
(638,717) |
50,766 | ||||||||
Net Assets |
||||||||||
Beginning of period |
6,995,719 |
6,944,953 | ||||||||
|
|
|||||||||
End of period |
$ 6,357,002 |
$ 6,995,719 | ||||||||
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|||||||||
End of period net assets include undistributed net investment income |
$ 120,467 |
$ 92,606 | ||||||||
|
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See notes to financial statements. |
FOXBY CORP.
|
Annual Report 2015 10
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STATEMENT OF CASH FLOWS
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Financial Statements
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Year Ended
|
|||||||||
Cash Flows From Operating Activities |
|||||||||
Net decrease in net assets resulting from operations |
$ (586,516) | ||||||||
Adjustments to reconcile decrease in net assets resulting from operations |
|||||||||
Unrealized depreciation of investments |
1,128,082 | ||||||||
Net realized gain on sales of investments |
(498,267) | ||||||||
Purchase of long term investments |
(3,034,013) | ||||||||
Proceeds from sales of long term investments |
2,413,597 | ||||||||
Net purchases of short term investments |
(2,919) | ||||||||
Decrease in dividends receivable |
1,586 | ||||||||
Increase in foreign withholding taxes reclaimed |
(1,475) | ||||||||
Increase in other assets |
(360) | ||||||||
Decrease in accrued expenses |
(6,655) | ||||||||
Decrease in investment management fee payable |
(272) | ||||||||
Increase in administrative services payable |
(691) |
||||||||
Net cash used in operating activities |
(587,903) |
||||||||
Cash Flows from Financing Activities |
|||||||||
Bank credit facility borrowing |
640,104 | ||||||||
Distributions to shareholders |
(52,201) |
||||||||
Net cash provided by financing activities |
587,903 |
||||||||
Net change in cash |
- | ||||||||
Cash |
|||||||||
Beginning of period |
- |
||||||||
End of period |
$ - |
||||||||
Supplemental disclosure of cash flow information: |
|||||||||
Cash paid for interest on bank credit facility |
|||||||||
$ 3,679 | |||||||||
See notes to financial statements. |
11 Annual Report 2015 |
FOXBY CORP.
|
NOTES TO FINANCIAL STATEMENTS
|
December 31, 2015
|
|
Financial Statements
|
FOXBY CORP.
|
Annual Report 2015 12
|
NOTES TO FINANCIAL STATEMENTS
|
||
Financial Statements
|
13 Annual Report 2015
|
FOXBY CORP.
|
NOTES TO FINANCIAL STATEMENTS
|
||
Financial Statements
|
FOXBY CORP.
|
Annual Report 2015 14
|
NOTES TO FINANCIAL STATEMENTS
|
||
Financial Statements
|
The following is a summary of the inputs used as of December 31, 2015 in valuing the Fund’s assets. Refer to the Schedule of Portfolio Investments for detailed information on specific investments.
ASSETS
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Level 1
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Level 2
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Level 3
|
Total
|
||||||||||||
Investments, at value |
||||||||||||||||
Common Stocks |
||||||||||||||||
Cigarettes |
$ 87,910 | $ - | $ - | $ 87,910 | ||||||||||||
Computer Communications Equipment |
244,395 | - | - | 244,395 | ||||||||||||
Computer and Computer Software Stores |
105,150 | - | - | 105,150 | ||||||||||||
Computer & Office Equipment |
55,048 | - | - | 55,048 | ||||||||||||
Electronic & Other Electrical Equipment |
47,830 | - | - | 47,830 | ||||||||||||
Electronic Computers |
126,312 | - | - | 126,312 | ||||||||||||
Finance Services |
69,550 | - | - | 69,550 | ||||||||||||
Fire, Marine & Casualty Insurance |
516,890 | - | - | 516,890 | ||||||||||||
Information Retrieval Services |
389,005 | - | - | 389,005 | ||||||||||||
Investment Advice |
494,118 | - | - | 494,118 | ||||||||||||
In Vitro & In Vivo Diagnostic Substances |
258,960 | - | - | 258,960 | ||||||||||||
Leather & Leather Products |
64,096 | - | - | 64,096 | ||||||||||||
Men’s & Boys’ Furnishings, Work Clothing & Allied Garments |
111,480 | - | - | 111,480 | ||||||||||||
Miscellaneous Homefurnishings Stores |
120,625 | - | - | 120,625 | ||||||||||||
Motor Vehicles & Passenger Car Bodies |
546,063 | - | - | 546,063 | ||||||||||||
National Commercial Banks |
326,160 | - | - | 326,160 | ||||||||||||
Office Furniture |
89,396 | - | - | 89,396 | ||||||||||||
Paperboard Containers & Boxes |
44,720 | - | - | 44,720 | ||||||||||||
Petroleum Refining |
77,950 | - | - | 77,950 | ||||||||||||
Pharmaceutical Preparations |
42,650 | - | - | 42,650 | ||||||||||||
Printed Circuit Boards |
103,031 | - | - | 103,031 | ||||||||||||
Railroad Equipment |
127,218 | - | - | 127,218 | ||||||||||||
Real Estate |
60,700 | - | - | 60,700 | ||||||||||||
Real Estate Investment Trusts |
65,400 | - | - | 65,400 | ||||||||||||
Retail Consulting and Investment |
- | - | 727 | 727 | ||||||||||||
Retail - Drug Stores and Proprietary Stores |
218,525 | - | - | 218,525 | ||||||||||||
Retail - Eating Places |
432,332 | - | - | 432,332 | ||||||||||||
Retail - Family Clothing Stores |
88,920 | - | - | 88,920 | ||||||||||||
Retail - Miscellaneous Shopping Goods Stores |
120,960 | - | - | 120,960 | ||||||||||||
Retail - Variety Stores |
232,940 | - | - | 232,940 | ||||||||||||
Services - Advertising Agencies |
64,311 | - | - | 64,311 | ||||||||||||
Services - Business Services |
125,370 | - | - | 125,370 | ||||||||||||
Services - Medical Laboratories |
160,732 | - | - | 160,732 | ||||||||||||
Soap, Detergents, Cleaning Preparations, Perfumes, Cosmetics |
317,640 | - | - | 317,640 | ||||||||||||
Sporting Goods Stores |
127,260 | - | - | 127,260 | ||||||||||||
Textile Goods |
129,770 | - | - | 129,770 | ||||||||||||
Transportation Equipment |
163,305 | - | - | 163,305 | ||||||||||||
Wholesale - Computers & Peripheral Equipment & Software |
91,140 | - | - | 91,140 | ||||||||||||
Wholesale - Drugs Proprietaries & Druggists’ Sundries |
71,989 | - | - | 71,989 | ||||||||||||
Wholesale - Electronic Parts & Equipment |
85,680 | - | - | 85,680 | ||||||||||||
Wholesale - Industrial Machinery & Equipment |
56,270 | - | - | 56,270 | ||||||||||||
Closed End Funds |
266,012 | - | - | 266,012 | ||||||||||||
Exchange Traded Funds |
532,296 | - | - | 532,296 | ||||||||||||
Preferred Stocks Retail Consulting and Investment |
- | - | 111,159 | 111,159 | ||||||||||||
Money Market Fund |
395 | - | - | 395 | ||||||||||||
Total investments, at value |
$ 7,460,504 | $ - | $ 111,886 | $ 7,572,390 | ||||||||||||
There were no securities transferred from level 1 on December 31, 2014 to level 2 at December 31, 2015.
15 Annual Report 2015
|
FOXBY CORP.
|
NOTES TO FINANCIAL STATEMENTS
|
||
Financial Statements
|
The following is a reconciliation of level 3 assets:
Common
|
Preferred
|
Total
|
||||||||||||
Balance at December 31, 2014
|
$ 1,455
|
$ 108,478
|
$ 109,933
|
|||||||||||
Payment of in-kind dividends
|
- |
22,510 | 22,510 | |||||||||||
Change in unrealized appreciation
|
(728)
|
(19,829)
|
(20,557)
|
|||||||||||
Balance at December 31, 2015
|
$ 727
|
$ 111,159
|
$ 111,886
|
|||||||||||
|
|
|
|
|
|
|
||||||||
Net change in unrealized appreciation attributable to assets still held as level 3 at December 31, 2015
|
$ (728)
|
$ (19,829)
|
$ (20,557)
|
|||||||||||
There were no transfers into or out of level 3 assets during the period. Unrealized gains (losses) are included in the related amounts on investments in the Statement of Operations.
The Investment Manager, under the direction of the Fund’s Board of Directors, considers various valuation approaches for valuing assets categorized within level 3 of the fair value hierarchy. The factors used in determining the value of such assets may include, but are not limited to: the discount applied due to the private nature of the asset; the type of the security; the size of the asset; the initial cost of the security; the existence of any contractual restrictions on the security’s disposition; the price and extent of public trading in similar securities of the issuer or of comparable companies; quotations or evaluated prices from broker-dealers and/or pricing services; information obtained from the issuer or analysts; an analysis of the company’s or issuer’s financial statements; or an evaluation of the forces that influence the issuer and the market in which the asset is purchased and sold. Significant changes in any of those inputs in isolation may result in a significantly lower or higher fair value measurement. The pricing of all fair value assets is normally reported to the Fund’s Board of Directors.
The following table presents additional information about valuation methodologies and inputs used for assets that are measured at fair value and categorized as level 3 as of December 31, 2015:
Fair Value
|
Valuation Technique
|
Unobservable Input
|
Range
|
|||||||
Common Stocks |
||||||||||
Retail - Consulting and Investment |
$ 727 |
Value of liquidation per share | Discount rate due to lack of marketability | 80% | ||||||
Preferred Stocks |
||||||||||
Retail - Consulting and Investment
|
$ 111,159 |
Value of liquidation preference per share
|
Discount rate due to lack of marketability
|
80% | ||||||
|
||||||||||
5. INVESTMENT TRANSACTIONS Purchases and proceeds from sales of investment securities, excluding short term securities, were $3,034,013 and $2,413,597, respectively, for the year ended ended December 31, 2015. As of December 31, 2015, for federal income tax purposes, the aggregate cost of securities was $6,974,148 and net unrealized appreciation was $598,242, comprised of gross unrealized appreciation of $1,441,182 and gross unrealized depreciation of $842,940.
FOXBY CORP.
|
Annual Report 2015 16
|
NOTES TO FINANCIAL STATEMENTS
|
||
Financial Statements
|
6. ILLIQUID AND RESTRICTED SECURITIES The Fund owns securities which have a limited trading market and/or certain restrictions on trading and, therefore, may be considered illiquid and/or restricted. Such securities have been valued using fair value pricing. Due to the inherent uncertainty of valuation, fair value pricing values may differ from the values that would have been used had a readily available market for the securities existed. These differences in valuation could be material. Illiquid and/or restricted securities owned as of December 31, 2015 were as follows:
Acquisition Date
|
Cost
|
Value
|
||||||||
Amerivon Holdings LLC preferred shares |
9/20/07 |
$ 549,169 |
$ 111,159 |
|||||||
Amerivon Holdings LLC common equity units |
9/20/07 |
0 |
727 | |||||||
Total |
$ 549,169 |
$ 111,886 | ||||||||
Percent of net assets
|
9%
|
2%
|
||||||||
|
||||||||||
17 Annual Report 2015
|
FOXBY CORP.
|
NOTES TO FINANCIAL STATEMENTS
|
||
Financial Statements
|
FOXBY CORP.
|
Annual Report 2015 18
|
FINANCIAL HIGHLIGHTS
|
||
Financial Statements
|
Year Ended December 31, | ||||||||||||||||||||
Per Share Operating Performance | 2015 | 2014 | 2013 | 2012 | 2011 | |||||||||||||||
(for a share outstanding throughout each period) | ||||||||||||||||||||
Net asset value, beginning of period |
$2.68 | $2.66 | $2.09 | $1.79 | $1.72 | |||||||||||||||
Income from investment operations: |
||||||||||||||||||||
Net investment income (loss) (1) |
0.02 | 0.02 | 0.02 | (0.04) | 0.01 | |||||||||||||||
Net realized and unrealized gain on investments |
(0.24) | -* | 0.57 | 0.35 | 0.06 | |||||||||||||||
Total from investment operations |
(0.22) | 0.02 | 0.59 | 0.31 | 0.07 | |||||||||||||||
Less distributions: |
||||||||||||||||||||
Net investment income |
(0.01) | - | (0.02) | (0.01) | - | |||||||||||||||
Return of capital |
(0.01) | - | - | -* | - | |||||||||||||||
Total distributions |
(0.02) | - | (0.02) | (0.01) | - | |||||||||||||||
Net asset value, end of period |
$2.44 | $2.68 | $2.66 | $2.09 | $1.79 | |||||||||||||||
Market value, end of period |
$1.59 | $1.87 | $1.95 | $1.45 | $1.24 | |||||||||||||||
Total Return (2) |
||||||||||||||||||||
Based on net asset value |
(7.81) | % | 0.75 | % | 28.23 | % | 17.53 | % | 4.07 | % | ||||||||||
Based on market price |
(13.90 | )% | (4.10) | % | 35.50 | % | 17.70 | % | 12.73 | % | ||||||||||
Ratios/Supplemental Data |
||||||||||||||||||||
Net assets at end of period (000s omitted) |
$6,357 | $6,996 | $6,945 | $5,442 | $4,661 | |||||||||||||||
Ratio of expenses to average net assets |
2.35 | % | 1.92 | % | 1.60 | % | 4.57 | %(3) | 2.03 | % | ||||||||||
Ratio of expenses excluding loan interest and fees to average net assets |
2.29 | % | 1.86 | % | 1.60 | % | 4.57 | %(3) | 2.03 | % | ||||||||||
Ratio of net investment income (loss) to average net assets |
0.64 | % | 0.75 | % | 0.92 | % | (1.94) | % | 0.34 | % | ||||||||||
Portfolio turnover rate |
34.36 | % | 52.94 | % | 12.30 | % | 14.92 | % | 11.41 | % | ||||||||||
Average commission rate paid
|
|
$0.0167
|
|
|
$0.0114
|
|
|
$0.0170
|
|
|
$0.0115
|
|
|
$0.0077
|
|
|||||
(1) |
The per share amounts were calculated using the average number of shares outstanding during the period. |
(2) |
Total return on a market value basis is calculated assuming a purchase of common stock on the opening of the first day and a sale on the closing of the last day of each period reported. Dividend and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Fund’s dividend reinvestment plan if in effect or, if there is no plan in effect, at the lower of the per share net asset value or the closing market price of the Fund’s shares on the dividend/distribution date. Generally, total return on a net asset value basis will be higher than total return on a market value basis in periods where there is an increase in the discount or a decrease in the premium of the market value to the net asset value from the beginning to the end of such periods. Conversely, total return on a net asset value basis will be lower than total return on a market value basis in periods where there is a decrease in the discount or an increase in the premium of the market value to the net asset value from the beginning to the end of such periods. The calculation does not reflect brokerage commissions, if any. |
(3) |
Expenses incurred by the Fund in connection with a special meeting of shareholders held on September 12, 2012, increased the ratio of expenses to average net assets by 2.27% for the year ended December 31, 2012. |
* |
Less than $0.005 per share. |
See notes to financial statements.
19 Annual Report 2015 |
FOXBY CORP.
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
December 31, 2015
|
|
Financial Statements
|
To the Board of Directors and Shareholders of
Foxby Corp.
FOXBY CORP.
|
Annual Report 2015 20
|
DIRECTORS AND OFFICERS
|
(Unaudited)
|
|
Additional Information
|
The following table sets forth certain information concerning the directors currently serving on the Board of Directors of the Fund. The directors of each class shall serve for terms of five years and then carryover until their successors are elected and qualify. Unless otherwise noted, the address of record for the directors and officers is 11 Hanover Square, New York, New York 10005.
INTERESTED DIRECTOR
|
||||||||||||||
Name, Address and Date of Birth
|
Position(s) Held with the Fund
|
Director Since
|
Principal Occupation(s) for the Past Five Years
|
Number of Portfolios in Fund Complex Overseen by Director (1)
|
Other Directorships Held by Director (2)
|
|||||||||
THOMAS B. WINMILL, ESQ.(3) PO Box 4 Walpole, NH 03608 June 25, 1959 |
Class IV Director |
2002 |
He is President, Chief Executive Officer, and a Trustee or Director of the Fund, Dividend and Income Fund, and Midas Series Trust. He is President, Chief Executive Officer, and General Counsel of the Investment Manager and Bexil Advisers LLC (registered investment advisers, collectively, the “Advisers”), Bexil Securities LLC and Midas Securities Group, Inc. (registered broker-dealers, collectively, the “Broker-Dealers”), Bexil Corporation (a holding company), and Winmill & Co. Incorporated (a holding company) (“Winco”). He is a Director and Vice President of Global Self Storage, Inc. He is the Director of Bexil American Mortgage Inc. He is Vice President of Tuxis Corporation (a real estate company). He is Chairman of the Investment Policy Committee of each of the Advisers (the “IPCs”), which currently manage the Fund, Midas Magic, and Midas Perpetual Portfolio, and he is the sole portfolio manager of Midas Fund and Dividend and Income Fund. He is a member of the New York State Bar and the SEC Rules Committee of the Investment Company Institute. He is the brother of Mark C. Winmill.
|
5 |
Global Self Storage, Inc. |
|||||||||
INDEPENDENT DIRECTORS
|
||||||||||||||
BRUCE B. HUBER, CLU, ChFC, MSFS February 7, 1930 |
Class II Director |
2004 |
Retired. He is a former Financial Representative with New England Financial, specializing in financial, estate, and insurance matters. He is a member of the Board, emeritus, of the Millbrook School, and a member of the Endowment Board of the Community YMCA of Red Bank, NJ.
|
5 |
None |
|||||||||
JAMES E. HUNT December 14, 1930
|
Class I Director |
2004 |
Retired. He is a former Limited Partner of Hunt Howe Partners LLC (executive recruiting consultants). |
5 |
None |
|||||||||
PETER K. WERNER August 16, 1959 |
Class IIl Director |
2002 |
Since 1996, he has been teaching, coaching, and directing a number of programs at The Governor’s Academy of Byfield, MA. Currently, he teaches economics and history at the Governor’s Academy. Previously, he held the position of Vice President in the Fixed Income Departments of Lehman Brothers and First Boston. His responsibilities included trading sovereign debt instruments, currency arbitrage, syndication, medium term note trading, and money market trading.
|
5 |
None |
|||||||||
(1) As of January 19, 2016, the “Fund Complex” is comprised of the Fund, Dividend and Income Fund and Midas Series Trust which are managed by the Investment Manager or its affiliates. (2) Refers to directorships held by a director in any company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 or any company registered as an investment company under the Act, excluding those within the Fund Complex. (3) He is an “interested person” of the Fund as defined in the Act due to his affiliation with the Investment Manager.
Messrs. Huber, Hunt, and Werner also serve on the Audit and Nominating Committees of the Board. Mr. Thomas Winmill serves on the Executive Committee of the Board. Each of the directors serves on the Continuing Directors Committee of the Board.
|
21 Annual Report 2015 |
FOXBY CORP.
|
DIRECTORS AND OFFICERS
|
(Unaudited)
|
|
Additional Information
|
The executive officers, other than those who serve as directors, and their relevant biographical information are set forth below.
EXECUTIVE OFFICERS
|
||||||||||
Name and Date of Birth
|
Position(s) Held with the Fund
|
Officer Since*
|
Principal Occupation(s) for the Past Five Years
|
|||||||
Russell Kamerman, Esq. |
Chief Compliance Officer, AML Officer, Associate General Counsel, Vice President and Assistant Secretary
|
2014 |
Chief Compliance Officer, Anti-Money Laundering Officer, Associate General Counsel, Vice President and Assistant Secretary of the other investment companies in the Fund Complex, the Advisers, the Broker-Dealers, Bexil Corporation, Tuxis Corporation and Winco. He is a member of the New York State Bar and the Chief Compliance Officer Committee of the Investment Company Institute. Previously, he was an attorney in private practice focusing on regulatory, compliance and other general corporate matters relating to the structure, formation and operation of investment funds and investment advisers. |
|||||||
Heidi Keating March 28, 1959 |
Vice President |
2002 |
Vice President of the other investment companies in the Fund Complex, the Advisers, Bexil Corporation, Winco, and Tuxis Corporation. She is a member of the IPCs.
|
|||||||
Thomas O’Malley July 22, 1958 |
Chief Accounting Officer, Chief Financial Officer, Treasurer and Vice President
|
2005 |
Chief Accounting Officer, Chief Financial Officer, Vice President, and Treasurer of the other investment companies in the Fund Complex, the Advisers, the Broker-Dealers, Bexil Corporation, Winco, and Tuxis Corporation. He is a certified public accountant. |
|||||||
John F. Ramirez, Esq. |
General Counsel, Chief Legal Officer, Vice President, and Secretary |
2005 |
General Counsel, Chief Legal Officer, Vice President, and Secretary of the other investment companies in the Fund Complex and Tuxis Corporation. He is Vice President, Associate General Counsel, and Secretary of the Advisers, the Broker-Dealers, Bexil Corporation, and Winco. He is a member of the IPCs. He also is a member of the New York State Bar and the Investment Advisers Committee, Small Funds Committee, and Compliance Advisory Committee of the Investment Company Institute.
|
|||||||
Mark C. Winmill November 26, 1957 |
Vice President |
2012 |
Vice President of the other investment companies in the Fund Complex and the Advisers. He is a member of the IPCs. He is President, Chief Executive Officer, and a Director of Global Self Storage, Inc. and Tuxis Corporation. He is Executive Vice President and a Director of Winco, Vice President of Bexil Corporation, and a principal of the Broker-Dealers. He is the brother of Thomas Winmill.
|
|||||||
*Officers hold their positions with the Fund until a successor has been duly elected and qualifies. Officers are generally elected annually. The officers were last elected on December 9, 2015.
|
FOXBY CORP.
|
Annual Report 2015 22
|
GENERAL INFORMATION
|
(Unaudited)
|
|
Additional Information
|
Cautionary Note Regarding Forward Looking Statements - This report contains “forward looking statements” as defined under the U.S. federal securities laws. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will,” and similar expressions identify forward looking statements, which generally are not historical in nature. Forward looking statements are subject to certain risks and uncertainties that could cause actual results to materially differ from the Fund’s historical experience and its current expectations or projections indicated in any forward looking statements. These risks include, but are not limited to, equity securities risk, corporate bonds risk, credit risk, interest rate risk, leverage and borrowing risk, additional risks of certain securities in which the Fund invests, market discount from net asset value, distribution policy risk, management risk, and other risks discussed in the Fund’s filings with the SEC. You should not place undue reliance on forward looking statements, which speak only as of the date they are made. The Fund undertakes no obligation to update or revise any forward looking statements made herein. There is no assurance that the Fund’s investment objectives will be attained.
Fund Information - This report, including the financial statements herein, is provided for informational purposes only. This is not a prospectus, circular, or representation intended for use in the purchase of shares of the Fund or any securities mentioned in this report. This report shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state, or an exemption therefrom.
Section 23 Notice - Pursuant to Section 23 of the Investment Company Act of 1940, as amended, notice is hereby given that the Fund may in the future purchase its own shares in the open market. These purchases may be made from time to time, at such times, and in such amounts, as may be deemed advantageous to the Fund, although nothing herein shall be considered a commitment to purchase such shares.
23 Annual Report 2015 |
FOXBY CORP.
|
FOXBY CORP.
FXBY |
||||
TICKER |
||||
WWW.FOXBYCORP.COM
|
PRINTED ON RECYCLED PAPER
(a)
|
|
The registrant has adopted a code of ethics (the "Code") that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.
|
|
|
|
(b)
|
|
No information need be disclosed pursuant to this paragraph.
|
|
|
|
(c)
|
|
Not applicable.
|
|
|
|
(d)
|
|
Not applicable.
|
|
|
|
(e)
|
|
Not applicable.
|
|
|
|
(f)
|
|
The text of the Code can be viewed on the registrant's website, www.foxbycorp.com, or a copy of the Code may be obtained free of charge by calling Winmill & Co. Incorporated collect at 1-212-785-0900.
|
|
|
|
|
(a)
|
The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are as follows:
|
|
|
|
|
|
AUDIT FEES
|
|
|
|
|
|
2015 - $14,500
|
|
|
2014 - $14,250
|
|
|
|
|
|
|
|
(b)
|
The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item are as follows:
|
|
|
|
|
|
AUDIT-RELATED FEES
|
|
|
|
|
|
2015 - $1,500
|
|
|
2014 - $1,500
|
|
|
|
|
|
Audit-related fees include amounts reasonably related to the performance of the audit of the registrant's financial statements, including the issuance of a report on internal controls and review of periodic reporting.
|
|
|
|
|
|
|
|
(c)
|
The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. Registrants shall describe the nature of the services comprising the fees disclosed under this category are as follows:
|
|
|
|
|
|
TAX FEES
|
|
|
|
|
|
2015 - $4,500
|
|
|
2014 - $4,500
|
|
|
|
|
|
Tax fees include amounts related to tax compliance, tax planning, and tax advice.
|
|
|
|
|
|
|
|
(d)
|
The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category are as follows:
|
|
|
|
|
|
ALL OTHER FEES
|
|
|
|
|
|
2015 - N/A
|
|
|
2014 - N/A
|
|
|
|
|
|
|
|
(e)
|
(1) Pursuant to the registrant's Audit Committee Charter, the Audit Committee shall consider for pre-approval any audit and non-audit services proposed to be provided by the auditors to the registrant and any non-audit services proposed to be provided by such auditors to the registrant's Investment Manager, if the engagement relates directly to the registrant's 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 audit, 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.
|
|
|
|
|
|
(2) No services included in (b) - (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
|
|
|
|
|
|
|
|
(f)
|
Not applicable.
|
|
|
|
|
|
|
|
(g)
|
The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant were $29,500 in 2015 and $29,500 in 2014.
|
|
|
|
|
|
|
|
(h)
|
The registrant's audit committee has determined that the provision of non-audit services that were rendered by accountant to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence.
|
1.
|
Accountability
|
1.1.
|
The board is classified, and a continuing director responsible for a problematic governance issue at the board/committee level that would warrant a withhold/against vote recommendation is not up for election. All appropriate nominees (except new) may be held accountable.
|
1.2.
|
The board lacks accountability and oversight, coupled with sustained poor performance relative to peers. Sustained poor performance is measured by one- and three-year total shareholder returns in the bottom half of a company's four-digit GICS industry group (Russell 3000 companies only). Take into consideration the company's five-year total shareholder return and operational metrics. Problematic provisions include but are not limited to:
|
› | Either a plurality vote standard in uncontested director elections or a majority vote standard with no plurality carve-out for contested elections; |
1.3.
|
The company's poison pill has a "dead-hand" or "modified dead-hand" feature. Vote against or withhold from nominees every year until this feature is removed;
|
1.4.
|
The board adopts a poison pill with a term of more than 12 months ("long-term pill"), or renews any existing pill, including any "short-term" pill (12 months or less), without shareholder approval. A commitment or policy that puts a newly adopted pill to a binding shareholder vote may potentially offset an adverse vote recommendation. Review such companies with classified boards every year, and such companies with annually elected boards at least once every three years, and vote against or withhold votes from all nominees if the company still maintains a non-shareholder-approved poison pill; or
|
1.5.
|
The board makes a material adverse change to an existing poison pill without shareholder approval. Vote case-by-case on all nominees if:
|
1.6.
|
The board adopts a poison pill with a term of 12 months or less ("short-term pill") without shareholder approval, taking into account the following factors:
|
› | The date of the pill's adoption relative to the date of the next meeting of shareholders—i.e. whether the company had time to put the pill on the ballot for shareholder ratification given the circumstances; |
1.7.
|
The non-audit fees paid to the auditor are excessive (see discussion under "Auditor Ratification");
|
1.8.
|
The company receives an adverse opinion on the company's financial statements from its auditor; or
|
1.9.
|
There is persuasive evidence that the Audit Committee entered into an inappropriate indemnification agreement with its auditor that limits the ability of the company, or its shareholders, to pursue legitimate legal recourse against the audit firm.
|
1.10.
|
Poor accounting practices are identified that rise to a level of serious concern, such as: fraud; misapplication of GAAP; and material weaknesses identified in Section 404 disclosures. Examine the severity, breadth, chronological sequence, and duration, as well as the company's efforts at remediation or corrective actions, in determining whether withhold/against votes are warranted.
|
1.11.
|
There is a significant misalignment between CEO pay and company performance (pay for performance);
|
1.12.
|
The company maintains significant problematic pay practices;
|
1.13.
|
The board exhibits a significant level of poor communication and responsiveness to shareholders;
|
1.14.
|
The company fails to submit one-time transfers of stock options to a shareholder vote; or
|
1.15.
|
The company fails to fulfill the terms of a burn rate commitment made to shareholders.
|
1.16.
|
The company's previous say-on-pay received the support of less than 70 percent of votes cast, taking into account:
|
› | Disclosure of engagement efforts with major institutional investors regarding the issues that contributed to the low level of support; |
› | Whether the support level was less than 50 percent, which would warrant the highest degree of responsiveness. |
1.17.
|
Generally vote against or withhold from directors individually, committee members, or the entire board (except new nominees, who should be considered case-by-case) if the board amends the company's bylaws or charter without shareholder approval in a manner that materially diminishes shareholders' rights or that could adversely impact shareholders, considering the following factors:
|
› | The level of impairment of shareholders' rights caused by the board's unilateral amendment to the bylaws/charter; |
› | The board's track record with regard to unilateral board action on bylaw/charter amendments or other entrenchment provisions; |
› | The timing of the board's amendment to the bylaws/charter in connection with a significant business development; and, |
› | Other factors, as deemed appropriate, that may be relevant to determine the impact of the amendment on shareholders. |
1.18.
|
For newly public companies, generally vote against or withhold from directors individually, committee members, or the entire board (except new nominees, who should be considered case-by-case) if, prior to or in connection with the company's public offering, the company or its board adopted bylaw or charter provisions materially adverse to shareholder rights, considering the following factors:
|
› | The ability to change the governance structure in the future (e.g., limitations on shareholders' right to amend the bylaws or charter, or supermajority vote requirements to amend the bylaws or charter); |
› | The ability of shareholders to hold directors accountable through annual director elections, or whether the company has a classified board structure; and, |
› | A public commitment to put the provision to a shareholder vote within three years of the date of the initial public offering. |
1.19.
|
Material failures of governance, stewardship, risk oversight3, or fiduciary responsibilities at the company;
|
1.20.
|
Failure to replace management as appropriate; or
|
1.21.
|
Egregious actions related to a director's service on other boards that raise substantial doubt about his or her ability to effectively oversee management and serve the best interests of shareholders at any company.
|
2.
|
Responsiveness
|
2.1.
|
The board failed to act on a shareholder proposal that received the support of a majority of the shares cast in the previous year. Factors that will be considered are:
|
› | The continuation of the underlying issue as a voting item on the ballot (as either shareholder or management proposals); and |
2.2.
|
The board failed to act on takeover offers where the majority of shares are tendered;
|
2.3.
|
At the previous board election, any director received more than 50 percent withhold/against votes of the shares cast and the company has failed to address the issue(s) that caused the high withhold/against vote;
|
2.4.
|
The board implements an advisory vote on executive compensation on a less frequent basis than the frequency that received the majority of votes cast at the most recent shareholder meeting at which shareholders voted on the say-on-pay frequency; or
|
2.5.
|
The board implements an advisory vote on executive compensation on a less frequent basis than the frequency that received a plurality, but not a majority, of the votes cast at the most recent shareholder meeting at which shareholders voted on the say-on-pay frequency, taking into account:
|
› | The board's rationale for selecting a frequency that is different from the frequency that received a plurality; |
› | ISS' analysis of whether there are compensation concerns or a history of problematic compensation practices; and |
3.
|
Composition
|
3.1.
|
Generally vote against or withhold from directors (except new nominees, who should be considered case-by- case4) who attend less than 75 percent of the aggregate of their board and committee meetings for the period for which they served, unless an acceptable reason for absences is disclosed in the proxy or another SEC filing. Acceptable reasons for director absences are generally limited to the following:
|
3.2.
|
If the proxy disclosure is unclear and insufficient to determine whether a director attended at least 75 percent of the aggregate of his/her board and committee meetings during his/her period of service, vote against or withhold from the director(s) in question.
|
3.3.
|
Sit on more than six public company boards; with respect to annual meetings on or after Feb. 1, 20175, sit on more than five public company boards; or
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3.4.
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Are CEOs of public companies who sit on the boards of more than two public companies besides their own— withhold only at their outside boards6.
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4.
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Independence
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4.1.
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The inside or affiliated outside director serves on any of the three key committees: audit, compensation, or nominating;
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4.2.
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The company lacks an audit, compensation, or nominating committee so that the full board functions as that committee;
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4.3.
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The company lacks a formal nominating committee, even if the board attests that the independent directors fulfill the functions of such a committee; or
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4.4.
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Independent directors make up less than a majority of the directors.
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› | Ownership duration: maximum requirement not longer than three (3) years of continuous ownership for each member of the nominating group; |
› | Disclosure in the proxy statement of specific and severe risks to shareholders of not approving the request; and |
A.
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Most companies: 100 percent of existing authorized shares.
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B.
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Companies with less than 50 percent of existing authorized shares either outstanding or reserved for issuance: 50 percent of existing authorized shares.
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C.
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Companies with one- and three-year total shareholder returns (TSRs) in the bottom 10 percent of the U.S. market as of the end of the calendar quarter that is closest to their most recent fiscal year end: 50 percent of existing authorized shares.
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D.
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Companies at which both conditions (B and C) above are both present: 25 percent of existing authorized shares.
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› | Valuation - Is the value to be received by the target shareholders (or paid by the acquirer) reasonable? While the fairness opinion may provide an initial starting point for assessing valuation reasonableness, emphasis is placed on the offer premium, market reaction and strategic rationale. |
› | Market reaction - How has the market responded to the proposed deal? A negative market reaction should cause closer scrutiny of a deal. |
› | Strategic rationale - Does the deal make sense strategically? From where is the value derived? Cost and revenue synergies should not be overly aggressive or optimistic, but reasonably achievable. Management should also have a favorable track record of successful integration of historical acquisitions. |
› | Negotiations and process - Were the terms of the transaction negotiated at arm's-length? Was the process fair and equitable? A fair process helps to ensure the best price for shareholders. Significant negotiation "wins" can also signify the deal makers' competency. The comprehensiveness of the sales process (e.g., full auction, partial auction, no auction) can also affect shareholder value. |
› | Conflicts of interest - Are insiders benefiting from the transaction disproportionately and inappropriately as compared to non-insider shareholders? As the result of potential conflicts, the directors and officers of the company may be more likely to vote to approve a merger than if they did not hold these interests. Consider whether these interests may have influenced these directors and officers to support or recommend the merger. The CIC figure presented in the "ISS Transaction Summary" section of this report is an aggregate figure that can in certain cases be a misleading indicator of the true value transfer from shareholders to insiders. Where such figure appears to be excessive, analyze the underlying assumptions to determine whether a potential conflict exists. |
› | Governance - Will the combined company have a better or worse governance profile than the current governance profiles of the respective parties to the transaction? If the governance profile is to change for the worse, the burden is on the company to prove that other issues (such as valuation) outweigh any deterioration in governance. |
1.
|
Maintain appropriate pay-for-performance alignment, with emphasis on long-term shareholder value: This principle encompasses overall executive pay practices, which must be designed to attract, retain, and appropriately motivate the key employees who drive shareholder value creation over the long term. It will take into consideration, among other factors, the link between pay and performance; the mix between fixed and variable pay; performance goals; and equity-based plan costs;
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2.
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Avoid arrangements that risk "pay for failure": This principle addresses the appropriateness of long or indefinite contracts, excessive severance packages, and guaranteed compensation;
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3.
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Maintain an independent and effective compensation committee: This principle promotes oversight of executive pay programs by directors with appropriate skills, knowledge, experience, and a sound process for compensation decision-making (e.g., including access to independent expertise and advice when needed);
|
4.
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Provide shareholders with clear, comprehensive compensation disclosures: This principle underscores the importance of informative and timely disclosures that enable shareholders to evaluate executive pay practices fully and fairly;
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5.
|
Avoid inappropriate pay to non-executive directors: This principle recognizes the interests of shareholders in ensuring that compensation to outside directors does not compromise their independence and ability to make appropriate judgments in overseeing managers' pay and performance. At the market level, it may incorporate a variety of generally accepted best practices.
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› | There is no MSOP on the ballot, and an against vote on an MSOP is warranted due to pay for performance misalignment, problematic pay practices, or the lack of adequate responsiveness on compensation issues raised previously, or a combination thereof; |
› | The board fails to respond adequately to a previous MSOP proposal that received less than 70 percent support of votes cast; |
› | The company has recently practiced or approved problematic pay practices, including option repricing or option backdating; or |
1.
|
Peer Group8 Alignment:
|
› | The degree of alignment between the company's annualized TSR rank and the CEO's annualized total pay rank within a peer group, each measured over a three-year period. |
2.
|
Absolute Alignment9 – the absolute alignment between the trend in CEO pay and company TSR over the prior five fiscal years – i.e., the difference between the trend in annual pay changes and the trend in annualized TSR during the period.
|
› | Actual results of financial/operational metrics, such as growth in revenue, profit, cash flow, etc., both absolute and relative to peers; |
› | Special circumstances related to, for example, a new CEO in the prior FY or anomalous equity grant practices (e.g., bi-annual awards); |
› | Repricing or replacing of underwater stock options/SARS without prior shareholder approval (including cash buyouts and voluntary surrender of underwater options); |
› | CIC severance payments without involuntary job loss or substantial diminution of duties ("single" or "modified single" triggers); |
› | Insufficient executive compensation disclosure by externally- managed issuers (EMIs) such that a reasonable assessment of pay programs and practices applicable to the EMI's executives is not possible. |
› | Corrective actions taken by the board or compensation committee, such as canceling or re-pricing backdated options, the recouping of option gains on backdated grants; and |
› | Adoption of a grant policy that prohibits backdating, and creates a fixed grant schedule or window period for equity grants in the future. |
› | Failure to adequately respond to the company's previous say-on-pay proposal that received the support of less than 70 percent of votes cast, taking into account: |
› | Disclosure of engagement efforts with major institutional investors regarding the issues that contributed to the low level of support; |
› | Whether the support level was less than 50 percent, which would warrant the highest degree of responsiveness. |
› | Plan Cost: The total estimated cost of the company's equity plans relative to industry/market cap peers, measured by the company's estimated Shareholder Value Transfer (SVT) in relation to peers and considering both: |
› | SVT based on new shares requested plus shares remaining for future grants, plus outstanding unvested/unexercised grants; and |
› | The estimated duration of the plan (based on the sum of shares remaining available and the new shares requested, divided by the average annual shares granted in the prior three years); |
› | The plan would permit repricing or cash buyout of underwater options without shareholder approval (either by expressly permitting it – for NYSE and Nasdaq listed companies -- or by not prohibiting it when the company has a history of repricing – for non-listed companies); |
› | The plan is a vehicle for problematic pay practices or a significant pay-for-performance disconnect under certain circumstances; or |
› | If the issues presented in the proposal are more appropriately or effectively dealt with through legislation or government regulation; |
› | If the company has already responded in an appropriate and sufficient manner to the issue(s) raised in the proposal; |
› | The company's approach compared with any industry standard practices for addressing the issue(s) raised by the proposal; |
› | If the proposal requests increased disclosure or greater transparency, whether or not reasonable and sufficient information is currently available to shareholders from the company or from other publicly available sources; and |
› | If the proposal requests increased disclosure or greater transparency, whether or not implementation would reveal proprietary or confidential information that could place the company at a competitive disadvantage. |
› | There are no significant controversies, fines, penalties, or litigation associated with the company's environmental performance. |
› | The company already discloses current, publicly-available information on the impacts that GHG emissions may have on the company as well as associated company policies and procedures to address related risks and/or opportunities; |
› | Whether the company has been the subject of recent, significant violations, fines, litigation, or controversy related to GHG emissions. |
› | The gender and racial minority representation of the company's board is reasonably inclusive in relation to companies of similar size and business; and |
› | The board already reports on its nominating procedures and gender and racial minority initiatives on the board and within the company. |
› | The degree of existing gender and racial minority diversity on the company's board and among its executive officers; |
› | The company already discloses similar information through existing reports or policies such as an environment, health, and safety (EHS) report; a comprehensive code of corporate conduct; and/or a diversity report; or |
› | The company has formally committed to the implementation of a reporting program based on Global Reporting Initiative (GRI) guidelines or a similar standard within a specified time frame. |
› | Whether the company has significant and/or persistent controversies or regulatory violations regarding social and/or environmental issues; |
› | Whether the company has management systems and oversight mechanisms in place regarding its social and environmental performance; |
› | The degree to which industry peers have incorporated similar non-financial performance criteria in their executive compensation practices; and |
IPC Members
|
Registered Investment Companies
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Other Pooled Investment Vehicles
|
Other Accounts
|
|
Thomas B. Winmill
|
Number:
|
4
|
N/A
|
4
|
Assets (millions):
|
$177
|
N/A
|
$13
|
(a)
|
The registrant's principal executive officer and principal financial officer have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the "1940 Act")) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934.
|
(b)
|
There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant's second fiscal quarter of the period covered by the report that have materially affected, or are likely to materially affect the registrant's internal control over financial reporting.
|
(a)
|
Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940(17 CFR 270.360a-2) attached hereto as Exhibits EX-31 and certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto as Exhibit EX-32.
|
Foxby Corp.
|
|
March 9, 2016
|
By: /s/ Thomas B. Winmill
|
Thomas B. Winmill
|
|
President
|
|
Foxby Corp.
|
|
March 9, 2016
|
By: /s/ Thomas O’Malley
|
Thomas O’Malley
|
|
Chief Financial Officer
|
Foxby Corp.
|
|
March 9, 2016
|
By: /s/ Thomas B. Winmill
|
Thomas B. Winmill
|
|
President
|
|
Foxby Corp.
|
|
March 9, 2016
|
By: /s/ Thomas O’Malley
|
Thomas O’Malley
|
|
Chief Financial Officer
|