Am S£A v . 

UNITED STATES 8Dlf Tq a 

SECURITIES AND EXCHANGE COMMISSION iil~ ~ - H~~j4q -l(;)tJ)j 

WASHINGTON, D.C. 20549 PUBVrIC 14 Ct i
 

A v AlkABLl 1.1 l ~ I d. . DIVISION OF 

INVESTMENT MANAGEMENT September 17,2012 

R. Dan.ell Mounts, Esquire
 

K&L Gates LLP
 

1601 K Street, N.W.
 

Washington, D.C. 20006-1600
 

Re: Foxby Corp. 

Dear Mr. Mounts: 

This is in regard to your letter dated August 23, 2012 concerning the shareholder proposal
 

submitted to Foxby Corp. by Remington Value & Special Situation Fund, LLC for inclusion in
 

Foxby Corp.'s proxy materials for its upcoming special meeting of security holders. Your letter 

indicates that Foxby Corp. has withdrawn its objection to inclusion ofthe shareholder proposal
 

in its special meeting proxy materials and that Foxby Corp. therefore withdraws its request for a
 

no-action letter from the Division, which was received by the Securities and Exchange
 

Commission on August 3, 2012. Because the matter is now moot, we will have no further
 

comment.
 

If you have any questions or comments concerning this matter, please call me at (202) 551-6964. 

~~~~ 

Dominic Minore 

Senior Counsel 

Office of Disclosure and Review 

cc: John M. Baker, Esq.
 
From: Clarke-Pearson, Mary (mailto:Mary.Clarke-Pearson(âklgates.com) 

Sent: Thursday, August 23, 2012 4:46 PM
 

To: IMshareholderproposals
 

Cc: Greene, Larry L. (IM); Pfordte, Richard; 'gabella(§investmentpartners.com'; 'Thomas Winmil'; John 

Ramirez; Mounts, Darrell; Sulaiman, Fatima 5.; 'dminore(§se.gov' 

Subjec: RE: Foxby Corp.lNo-Action Request under Rule 14a-8
 

Ladies and Gentlemen, 

This is to inform you that our client, Foxby Corp. ("Fund") has determined to withdraw the attached noaction request letter under Rule 14a-8, which was previously submitted on August 3,2012, as shown 

below. As discussed on August 21, 2012 with Mr. Pfordte and Mr. Minore, the Fund has determined to 

include in its proxy statement the shareholder proposal in the form most recently provided by the 

shareholder to the Fund. The proxy statement does not include a statement in opposition from the Fund 

or any recommendation by the Fund as to how to vote on the shareholder proposal. The Fund filed the 

definitive proxy statement with the Securities and Exchange Commission today. 

Please contact Fatima Sulaiman at 202-778-9082 or Darrell Mounts at 202-778-9298 with any 

communications regarding this request. Thank you for your attention to this matter. 

.K&l GATES 

Mary K. Clarke-Pearson 

Associate 

1601 K Street NW 

Washington, DC 20006 

Phone: (202) 778-9458 

Fax: (202) 778-9100 

marv. c1arke-pearson((klqates. com 

ww.klqates.com 
.'i'., '-

Strdley Ronn Stevens & Young, LLP
 STRDLEY 1250 Connticu Avenue, NW, Suite 50


Wasluon. DC 20036
 _RONaN Telephon (202) 822-9611

Fax (202) 822-0140

I.' ~
 ~ATTORNEYS AT lAW www.strey.com 

Augut 8, 2012 

BYE-MAIL: IMshareholderproposals(asec.2ov 

u.s. Securties and Exchange Commission 

Division of 
 Investment Management 

Offce of Disclosure and Review 

100 F Street, N.E. 

Washigton, D.C. 20549-8626
 

Re: Shareholder Proposal for Foxby Corp.
 

Ladies and Gentlemen: 

I am wrting in response to the letter from R. Darell Mounts of K&L Gates LLP, dated 

August 3, 2012, concerning the shareholder proposal ("Proposal") submitted by Remington 

Value & Special Situation Fund, LLC ("Remington") to Foxby Corp. ("Fund"). The letter from 

Mr. Mounts requested confirmation, on behalf ofthe Fund, that the staf oftlie Division of 

Investment Management ("Staff") of the Securities and Exchange Commission ("SEC") would 

not recommend an enforcement action if the Fund were to omit the Proposal from its proxy 

materials for its Special Meeting of Shareholders. For the reasons set fort herein, the Staff 

should refuse to grant the requested no-action relief. 

Background 

Remington curently owns 52,171 shares ofthe Fund and has continuously held at least 

$2,000 worth of 
 the Fund's shares since October 2006. Remington in 2008 submitted a

shareholder proposal requesting the Fund's Board of 
 Directors to take steps necessar to make

open market purchases to reduce the gap between the Fund's share price and its net asset value 

per share (as more fully set forth in the proposal). That proposal received 849,631 votes in favor 

and only 754,345 votes against, although the Fund took the position that the proposal did not 

pass because it did not receive concurence of a majority of the votes entitled to be cast. 

The Fund's 2008 anual meeting was held on September 30, 2008. Thee days later, the 

Fund announced on October 3, 2008, that it had submitted wrtten notice to the American Stock 

Exchange ("AmEx") of its intention to voluntanly delist its common stock from the AmEx. 

With the benefit of hindsight, it seems obvious that an important effect of the Fund's decision 

was to avoid the requirement of Section 704 of 
 the AmEx Company Guide, which required most

Philadelphia, PA . Harriburg PA . Mavern, PA . Wilmington, DE . Cherry Hil, NJ · Washingtn, DC 

"-. i... lllUl1 l.p
 

1i MERITAS LAW FIRMS WORLDWIDE IMG # 1181044 v.2 
u.s. Securities and Exchange Commission 

Division of Investment Management 

Offce of 
 Disclosure and Review
 

August 8, 2012
 

Page 2 

listed companies, including the Fund, to hold anual meetings. At the time, however, the Fund 

gave no indication that itplaned to stop holding anual meetings. Instead, the Fund's proxy 

statement stated 
 that a shareholder proposal intended to be considered at the 2009 anual

meeting must be received no earlier than May 1,2009, and, if to be included in the Fund's 2009 

proxy statement, must be received on or before May 1, 2009. 

Remington submitted the Proposa to the Fund for inclusion 
 in the Fund's proxy 

sttement for its next annual meeting, and 
 the proposal was delivered to the Fund on May 1, 

2009, which according to the Fund's 2008 proxy statement was the only day possible. 

Remington subsequently noted, with surrise and concern, that the Fund had not filed proxy 

solicitation materials with the SEC or otherwise taken steps toward holding its anual meeting. 

Remington on November 23,2009, wrote to the Fund to find out the date, time, and place of the 

Fund's 2009 anual meeting. The Fund wrote back on November 30, 2009, saying only that 

""Foxby Corp. does not have a stockholder meeting currently scheduled."
 

When the Fund announced that it would hold a special 
 meeting in 2012, Remington 

assumed that the Fund would include the existing Proposal in its proxy statement. It was only 

after the Fund filed its preliminary proxy materials that RemIngton realized that the Fund had 

omitted the Proposal. The Fund did not reach out to Remington in any way to alert it that the 

Proposal would be omitted. Remington promptly contacted the Fund to remind it of the 

Proposal's existence. 

The 80-Day Filng Requirement Should Not Be Waived 

Rule 14a-8u)(1) under the Secunties Exchange Act of -i 934 requires that if the company 

intends to exclude a proposal from its proxy materials, it must"ile its reasons with the 

Commission no later than 80 calendar days before it files its definitive proxy statement and form 

of proxy with the SEC. The Fund has requested that ths requirement be waived. There is no 

reason for a waiver, when the Fund has had the Proposal in had for more than thee years. 

The Proposal Was Timely Submitted 

The Fund argues that the Proposal may be omitted from the proxy statement because it 

was not submitted a reasonable time before the company begins to print and send its proxy 

materials. There is no basis for omission; the Proposal was timely submitted according to the 

directions in the Fund's most recent proxy statement, arving on the only day that the Fund 

would accept a shareholder proposaL. . 

The Fund argues that a shareholder proposal canot be held indefinitely open for 

consideration at an anual or special meeting to be held at some unspecified future date. This 

should be recognized for what it is: a request by the Fund for a special exemption from 

Rule 14a-8 when a shareholder has complied with all of 
 the rule's requirements. The Fund

IMG # 1181044 v.2 
u.s. Securities and Exchange Commission 

Division of Investment Management 

Office of DiscIosure and Review 

August 8,2012 

Page 3
 

makes ths paricularly clear by suggesting that there is some obligation to refer to an outsanding 

proposal in every amendment to a Schedule 13D. The Fund's attempt to add unwrtten 

requirements to Rule 14a-8 should be rejected. That is parcularly tre here, where Remington 

has followed the Fund's guidance in detail and the Fund itself-because it 
 did not hold meetings 

for several years, until events compelled a special meeting, and because it did not include the 

Proposal in its proxy statement or contact Remington concerning it-has caused the 

circumtace of which it complains. 

The Proposal Is Not False or Misleading 

The Fund 
 also argues that the Proposal contans materially false and misleading 

statements. The factual information in the Proposal is necessarily somewhat dated, but it is not 

false or misleading. With respect specifically to the Fund's expense ratio, while the Fund's 

expenses are curently lower than Remington projected in the Proposal, the Fund's expense ratio 

has indeed exceeded 7% in the past. It should be noted that the current proposed advisory 

contract contemplated in the Fund's preliminar proxy statement requests (a) an increase in the 

management fee and (b) for the fee to be charged on the Fund's gross assets rather than on its net' 

assets. Both of 
 these features would serve to increase the Fund's expense ratio, and there does 

not appear to be any indication that the Fund's expenses would be subject to a cap, as is 

frequently the case in registered fuds of ths size. 

Although its original proposal was sent in 2009, Remington continues to believe that 

merging the Fund should be considered at the upcoming anual meeting, as it contends that there 

are fuds managed by affliates of the Fund's adviser with better overall attbutes for
 

shareholders. As such, Remington would be pleased to update the proposal to address any 

the Fund's legitimate need for quick action, would commit to do so 

as quickly as possible. 

inaccuracies and, mindful of 


* * * * * 

IMG # i i 8104 v.2 
u.s. Securities and Exchange Commission 

Division of Investment Management 

Offce of Disclosure and Review 

August 8, 2012 

Page 4 

r trust that the foregoing has demonstrated that Remington is entitled to have the Proposal 

included in the Fund's proxy statement pursuantto Rule 14a-8. Please contact me at (202) 419­

8413, or bye-mail atjbaker(gstradley.com. if 
 you have any questions. 

Very truly yours, 

M_~
 

cc: R. Darell Mounts, Es &L Gates LLP
 

John F. Ramirez, Esq., Foxby Corp.
 

Richard Pfordte, Esq., Securties and Exchange Commission
 

Lary L. Greene, Esq., Securties and Exchange Commission
 

Mr. Gregg T. Abella, Remington Value & Special Situations Fund, LLC
 

Lawrence P. Stadulis, Esq., Stradley Ronon Stevens & Young, LLP
 

IMG # 1 IgI044 v.2 
From: Clarke-Pearson, Mary 

Sent: Friday, August 03,20124:54 PM 

To: 'IMshareholderproposals(§sec.gov'
 

Cc: 'gabella(§investmentpartners.com'; Thomas Winmil; 'John Ramirez'; Mounts, Darrell; 

'greenl(§sec.gov'; 'pfordter(§sec.gov' 

Subject: Foxby Corp./No-Action Request under Rule 14a-8
 

Ladies and Gentlemen, 

Attached is a no-action request letter under Rule 14a-8 submitted on behalf of our client, Foxby Corp. 

("Fund"). As explained in greater detail in the attached letter, the Fund is currently addressing Staff 

comments on its preliminary proxy statement and expects to print and file its definitive proxy materials as 

soon as these comments have been addressed. In order to permit the Fund to meet its schedule for the 

printing and filing of the definitive proxy materials, the Fund respectfully requests Staff guidance on the 

attached request as soon as practicable. 

Please contact Darrell Mounts of K&L Gates at 202-778-9298 with any communications regarding this 

request. Thank you for your attention to this matter. 

K&l GA.TES
 

Mary K. Clarke-Pearson 

Associate 

1601 K Street NW 

Washington, DC 20006 

Phone: (202) 778-9458 

Fax: (202) 778-9100 

marv. c1arke-pearson((klqates. com 

ww.klqates.com 

This electronic message contains information from the law firm of K&L Gates LLP. The contents may be 

privileged and confidential and are intended for the use of the intended addressee(s) only. If you are not 

an intended addressee, note that any disclosure, copying, distribution, or use of the contents of this 

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K&l Gates liP K&lIGATES 1601 K Street NW


Washington, DC 20006-1600 

T 202.78.9000 www.klgates.com 

August 3, 2012 

VIA EMAIL 

U.S. Securities and Exchange Commission
 

Division of Investment Management
 

Office of Disclosure and Review
 

100 F Street, NE
 

Washington, DC 20549-3010
 

Re: Shareholder Proposal Submitted by Remington Value & Special Situation Fund, LLC 

Ladies and Gentlemen: 

Pursuant to Rule 14a-8 promulgated under the Securties Exchange Act of 1934, as 

amended ("Exchange Act"), and as 
 counsel to Foxby Corp., a Maryland corporation ('"Fund"),

we request confination that the staff of the Division of Investment Management ("Staff') wil 

not recommend an enforcement action if the Fund omits from its proxy materials for its Special 

Meeting of Shareholders the proposal described below for the reasons set forth herein. 

1. Background
 

The Fund is registered under the Investment Company Act of 1940, as amended ("1940 

Act"), as a non-diversified, closed-end management investment company. The Fund's shares are 

traded over the counter under the ticker symbol FXBY. 

Bassett S. Winrll, the Fund's portfolio manager and the owner of 100% of the voting
 

stock of Winmill & Co. Incorporated ("Winco"), the parent company of the Fund's investment 

adviser, passed away causing his ownership interest in Winco, among other assets, to be 

transferred to the Winmil Famly Trust. This transfer caused an assignment and effective 

termnation of the Fund's investment management agreement under the 1940 Act. In accordance 

with Rule 15a-4(b)(1) under the 1940 Act, the Fund's Board of Directors approved an interim 

investment management agreement. On June 19, 2012, the Fund issued a press release 

informing shareholders that the Fund would be holding a special meeting of shareholders
 

sometime before October 12, 2012 to approve a new investment management agreement
 

("Special Meeting"). On July 20, 2012, the Company fied a preliminar proxy statement in

connection with the Special Meeting. The sole purpose of the Special Meeting is to seek 

approval of the new investment management agreement. 

On July 24, 2012, four days after the prelimnar proxy statement was fied, the Fund 

received anemail and attached letter dated the same date (together, the "2012 Lettet') from 

DC-9639 130 v6 
K&LIGATES
 

U.S. Secunties and Exchange Commssion 

August 3, 2012 

Page 2 

Remington Value & Special Situation Fund, LLC ("Proponent"). The 2012 Letter included 

copies of a proposal and related supportng statement (together, the "Proposal") and other 

correspondence onginally submitted to the Fund by the Proponent's counsel on April 30, 2009. 

The 2012 Letter stated that the Proposal had been submitted in 2009 for inclusion in the Fund's 

proxy statement for its next meeting. The Proponent stated that, since the Fund had not held 

shareholder meetings in 2009, 2010, or 2011,1 the Proposal should be included in the definitive 

proxy statement to be distnbuted in connection with the Special Meeting. 

The 2012 Letter, the Proposal, all correspondence from the Proponent related to the 

Proposal, as well as a copy of the press release issued by the Fund on June 19, 2012 are attached 

hereto as Exhibit A. Pursuant to Rule 14a-8U)(1) under the Exchange Act, by copy of this letter 

we are advising the Proponent directly that the Fund intends to omit the Proposal from the proxy 

matenals for the Special Meeting. 

IT. The Proposal
 

RESOLVED: The shareholders of Foxby Corp. ("Foxby" or the "Fund") request the 

Board of Directors to consider seekig an appropnate registered investment company, or senes 

thereof (including other Winmill funds), with the potential goal of effecting a merger or simiar 

transaction with such company or senes that is in the best interests of the Fund and its 

shareholders. 

Il. The Fund's Bases for Omission of the Proposal 

The Proposal may properly be omitted from the proxy matenals for the Special Meeting 

pursuant to Rule 14a-8(e)(3) under the Exchange Act, which requires that a proposal to be 

presented at a meeting of shareholders other than a regularly scheduled annual meeting must be 

submitted "a reasonable time before the company begins to print and send its proxy matenals." 

In determning whether a proposal is submitted within a reasonable time, the fundamental 

consideration is whether the time of submission of the proposal affords the company reasonable 

time to consider the proposal without causing an excessive delay in the pnnting and mailing of 

proxy materials to its shareholders. Rule 14a-8 does not indicate what constitutes a "reasonable 

time" in the context of a special shareholder meeting; however, in numerous pnor no-action 

letters, the Staff has stated that it would not recommend enforcement action against a company 

which did not include in its defintive proxy materials a shareholder proposal received after the 

prelimnar proxy matenals relating to that meeting had been fied with the Commssion. See, 

~., Greyhound Lines. Inc. (January 8, 1999); Scudder New Europe Fund. Inc. (November 6, 

1998); The United Kingdom Fund Inc. (Januar 12, 1998); Public Service Corporation of 

Colorado (November 29, 1995); Mass Mutual Mortgage and Realty Investors (Apnl 19, 1985); 

and Marathon Oil Co. (Januar 28, 1982). 

i Under Maryland law and the 1940 Act, the Fund is not required to hold annual sharholder meetings. 
K&L I GATES

U.S. Securities and Exchange Commssion
 

August 3, 2012
 

Page 3 

The Fund submits that the Proposal cannot be considered to have been submitted withn a 

reasonable time in advance of the printing and maiing of the proxy materials in connection with 

the Special Meeting. The Proponent submitted its 2012 Letter on 
 July 24,2012, four days after 

the proxy materials were fied in preliminary form on July 20, 2012 and a scant two weeks 

before the definitive proxy materials are scheduled to be finalized and prited for mailing. The 

Prponent knew or should have known of the Special Meeting since June 19, 2012 when the 

Fund issued its press release in which it anounced its intention to hold the Special Meeting 

sometime before Òctober 12, 2012. A full month passed 
 between the. Fund's public 

anouncement of the Special Meeting and the date it fied its preliminar proxy materials during 

which period the Proponent had ample time to deliver its request. The Fund is presently in the 

process of responding to the Staffs comments to the preliminary proxy statement and otherwise 

finalizing its proxy materials. The Fund does not have a reasonable amount of time to consider, 

address and potentially oppose the Proposal without causing a significant delay in distrbuting 

the proxy materials which raises the risk that there wil be insufficient time to solicit proxies. 

The Proponent argues in its 2012 Letter that, since the Proposal delivered in 2009 was 

"not withdrawn" it should be included in the Fund's proxy statement for the Special 
 Meeting. 

The Fund respectfully disagrees. In the Fund's view, a shareholder proposal cannot be held 

indefintely open for consideration at an annual or special 
 meeting to be held at some unspeCified 

future date. Until the receipt of the 2012 Letter, the Proponent had not communicated with the 

Fund for more than three years regarding the Proposal. On May 1,200, in conjunction with the 

Proponent's original submission of the Proposal, Investment Parers Asset Management, Inc. 

("IP AM"), an affliate of the Proponent, fied an amendment to its Schedule 13D reporting that 

the Proponent had submitted the Proposal for inclusion in the Fund's proxy statement.
 

Subsequently, IPAM made four filings on Schedule 13D/A (on November 22,2011, January 20, 

2012, Februar 15,2012 and February 16,2012) rep()rtiIlg.on a series of sales by the Proponent, 

as well as other IP AM clients, that dropped IP AM~s holdings in Fund shars below 5%. None of 

these subsequent fiings reference the submission of the Proposal. Instead, the fiings contain 

only a general statement that IPAM "may from time to time recommend actions to the (Fund's) 

board of directors or management for the purpse of increasing the market value 
 of the (Fund's) 

shares generally." Had the Proponent intended to maintain the Proposal current and in effect, 

IP AM could have made this intention clear in these subsequent filings. Given the disclosure in 

these Schedule 13Ds, the Fund could not have known that the Proponent remained interested in 

submitting the Proposal to shareholders. Moreover, because the Proponent is not a record holder 

of the Fund's shars, the Fund could not have known that the Proponent remained a beneficial 

owner the Fund's shares.2 Under these circumstances, the Fund believes that the period for the 

2 The last Schedule 13D/A fied by IPAM on February 16,2012 reported beneficial ownership in the Fund's shares 

ofIess than 5%. As the Staff is awar, IPAM is not required to submit another Schedule 13D to reflect furter sales 

or acquisitions of Fund shares unless those transactions result in IP AM becoming, directly or indirectly, the 

beneficial owner of more than 5% of the Fund's shares. Thus the Fund had no way of knowing the Proponent's 

beneficial ownership interest in the Fund. 
K&LIGATES 

U.S. Securities and Exchange Commssion
 

August 3, 2012
 

Page 4
 

timely submission of a shareholder proposal in connection with the SpeCial Meeting commenced 

when the Fund issued its press release on June 19,2012. Having 
 made a public announcement 

of its intention to hold a Special Meeting and having received no communications for more than 

a month following such announcement, the Fund should not now be forced to accommodate the 

Proponent's untimely request.3 

The Fund believes that it also may exclude the Proposal on other grounds including 

pursuant to Rule 14a-8(i)(3) because the Proposal contains materially false and misleading 

statements in violation of Rule 14a-9 under the Exchange Act. The Proponent resubmitted the 

Proposal with its 2012 Letter without updating the supporting statement. The supportng 

statement contains figures and projections compiled by the Proponent in 2009 that are central to 

the arguments made by the Proponent in support of its Proposal. For instance, the Proponent 

estimates that "the going-forward annualized expense ratio of the Fund could be as lugh as 6% or 

7%." In fact, the Fund's ratio of total expenses to average net assets for the fiscal years ended 

December 31, 2011"20lOand 2009 were 2.03%, 2.28% and 2.61% respectively. The Proponent 

should h!lve been aware that, at the very least, the figures and projections contained in the 

supportng statement would need to be updated to be considered for inclusion in the proxy 

materials. By submitting the Proposal without a single change the Proponent has demonstrated a 

lack of good faith in presenting the Proposal for shareholder consideration at the Special
 

Meeting. 

As the Staff is aware, Rule 15a-4(a)(2) under the 1940 Act permts an interim investment 

management agreement to remain in effect for only 150 days following the date the previous 

agreement termnates. The rule thus requires that the Fund's new investment management
 

agreement become effective by October 12, 2012. The Fund has no discretion to change tils 

date. The Fund has wèll-founded concerns that the time required to: (i) afford the Proponent the 

opportunity to remedy the eligibility4 and substantive deficiencies relati~g to the Proposal (if 

3 We note that in adopting the 1976 amendments to Rule 14a-8, the Commssion took into consideration how the 

deadline for shareholder proposals should be measured in circumstances where there has been a substantial change 

in the curent year's annual meeting from the date of the previous year's annual meeting. The Commission noted 

that ". . . it does not seem meaningful, where the curent year's meeting date is to be substantially different from the 

preceding yea's date, to measure timelines from a date connected with the prior year's meeting." Accordingly, the 

provisions under Rule 14a-8(e) were amended to provide that, in situations where there has been a change of more 

than 30 calendar days from 
 the previous year's annual meeting, shareholder proposals must be received by 

management "a reasonable time in advance of the curent year's solicitation." (See Adoption of Amendments 

Related to Proposals by Security Holders, Exchange Act Release No. 35-19771, Fed. Sec. L. Rep. (CCH).180,812 

(Nov. 22, 1976).) The accommodation made by the Commission for sharholder meetings held more than 30 days 

from the date of the previous year's annual meeting suggests that the Commission views the timeliness of a 

shareholder's submission as relating to the date of the meeting at which the proposal is to be considered. The 

Proposal is not timely under these standards. 

4 The 2012 Letter doe not include documentation or statements evidencing that the Proponent meets the eligibility 

requirements for submission of the Proposal under Rule 14a-8(b )(2)(i) or (ii) under the Exchange Act. 
K&LIGATES 

u.s. Securities and Exchange Commssion 

August 3, 2012 

Page 5
 

they are, in fact, remediable); (ii) permit the Fund's Board of Directors adequate time to consider 

any revised proposal; and (iii) provide the Proponent adequate time to review any opposing 

statement by the Fund would cause a dangerous delay in the schedule for distrbuting the proxy 

materials for the Special Meeting and raise the risk that there wil be insufficient time for the 

solicitatiçm of proxies. If sufficient votes are not received prior to the termnation of the interim 

investment management agreement, the Fund wil be left without an investment adviser. Given 

the time constraints imposed on the Fund by Rule 15a-4(a)(2), the Proposal canot be considered 

to have 
 been timely submitted. 

IV. Waiver of 80-Day Filing Requirement
 

Rule 14a-80)(1) requires that the information being fied with this letter be submitted by 

the Fund not later than "80 calendar days before it files its definitive proxy statement and form of 

proxy with the Commssion." The rule further states that "the Commssion staff may permt a 

company to make its submission later than 80 days before the company fies its definitive proxy 

statement and form of proxy, if the company demonstrates good cause for missing the deadline." 

Since the 2012 Letter was received subsequent to the fiing of the Fund's preliminary proxy
 

materials with the Commssion and only two weeks prior to the expeted fiing of the Fund's 

definitive proxy materials, it is impossible to satisfy ths 80-day requirement. Accordingly, the 

Fund respectfully requests the Staff to exercise its authority to waive the 80-day requirement. 

* * * 

For the reasons set forth under Section il above, the Fund respectfully requests your
 

confrmation that the Staff wil not recommend an enforcement action if the Fund omitS the 

Proposal from the proxy materials in connection with the Special Meeting. The Fund believes 

that there are a number of other bases under Rule 14a-8 for omitting thë Proposal from the prox Ý . 

materials for the Special Meeting. However, in light of the lateness of the 2012 Letter and the 

time constraints imposed on the Fund by Rule 15a-4(a)(2), the Fund does not believe it is 

necessar to address those other bases at this time. If, however, you disagree with the Fund's 

position under Rule 14a-8(e)(3) set forth above, before the issuance of your response, the 
 Fund 

requests permssion to supplement this request with a discussion of these additional bases under 

Rule 14a-8. 

In order to permt the Fund to meet its schedule for the printing and filing of the 

definitive proxy materials on or about August 10, 2012 and to permt reasonable time for the 

solicitation of proxies, we would appreciate a'reply to this letter as soon as practicable. If you 

have any questions or would like any additional information regarding the foregoing, please do 

not hesitate to contact me at (202) 778-9298. 
K&L I GATES

u.s. Securities and Exchange Commission 

August 3, 2012 

Page 6 

Sincerely, b~ 

R. Darell Mounts 

cc: Richard Pfordte, Esq., Securities and Exchange Commssion
 

Lar L. Greene, Esq., Securities 
 and Exchange Commission 

Thomas B. Winmill, Esq., Foxby Corp. 

John F. Ramrez, Esq., Foxby Corp 

Gregg T. Abella, Remington Value & Special Situations Fund, LLC 

Exhibit A attached hereto. 
EXlBIT A
 
From: Gregg Abella (mailto:gabella(g)jnvestmentpartners.com) 

Sent: Tuesday, July 24, 2012 11:11 AM 

To: Thomas Winmil 

Cc: Baker, John 

Subjec: Foxby's Preliminary Proxy Statement
 

Importnce: High
 

Dear Tom, 

I am sorry to hear about yourfather's passing.
 

I noticed yesterday that a preliminary proxy statement wasfiled for Foxby's upcoming meeting - which 

reminded me that Remington's shareholder proposal from 2009 was never considered at a 

shareholder's meeting no such meeting was scheduled for 2009,2010, or 2011). (because 

Since Remington continues to own at least $2,000 worth of Foxby Corp and its proposal was not 

withdrawn, then it appears that Remington's shareholder proposal is technically stil eligible to be 

included in Foxby's proxy statement. 

I feel that your firm should have discussed the basis for your decision to exclude Remington's 

shareholder proposal with me prior to issuing Foxby's preliminary proxy statement, but I am open to 

talking about it in a conference call among you, me, and John Baker (from Stradley Ronon) to see how/if 

this matter can be resolved. Can you please let me know by noon on Friday if such a call can be 

arranged? Thank you.
 

Regards, 

Gregg 

Gregg T. Abella 

Co-Principal 

Investment Partners Group 

1 Highland Avenue 

Metuchen NJ 08840 

Tel: 732-205-0391 

Fax: 732-205-0395 

ww.investmentpartners.com 

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reviewing/evaluating/revising our previous recommendations and/or services, or if you want to impose, 

add, to modify any reasonable restrictions to our investment advisory services, or if you wish to direct 

that Investment Partners Asset Management, Inc. to effect any specific transactions for your account. A 

copy of our current written disclosure statement discussing our advisory services and fees continues to
 

remain avail~ble for your review upon request. 

* * * * **** * ** * * * *** * * *** *** * * **** * ** *** ** * * ** * ** * * * * * **** ********* * *** ** 

- 2­
REMINGTON 

Value & Special Situation Fund,LLC 

One Highland Avenue, Metuchen, NJ 08840 eTel (732) 205-0391 Fax (732) 205-0395 

July 24, 2012 

VIA EMAIL AND UPS 

Mr. John F. Ramírez, Secretar 

Foxby Corp. 

11 Hanover Square 

New York, NY 10005 

Dear Mr. Ramírez:
 

It has come to our attention that Foxby Corp. has filed a preliminar proxy statement for 

its next meeting. Please note that Remington Value & Special Situation Fund, LLC in 2009 

provided Foxby Corp. with a shareholder proposal and supporting statement, pursuat to Rule 

14a-8 under the Securties Exchange Act of 1934, for inclusion in the proxy statement ofFoxby 

Corp. for its next meeting. Though these materials were sent in 2009, Foxby Corp. did not 

schedule an anual meeting in 2009, 2010, or 2011. Since that shareholder proposal and 

supporting statement were not withdrawn, and your upcoming meeting is the first shareholder 

supporting 

statement should be included in the Foxby Corp. proxy statement. Copies of the shareholder 

proposal and supporting statement submitted in 2009 are enclosed for your convenience. 

meeting of Foxby Corp. since they were timely submitted, we thnk the proposal and 


Stradley Ronon Stevens 

& Young, LLP, at (202) 419-8413 to arange a conference call with me. 

If you wish to discuss this matter, please contact John Baker of 

Very trly yours,
 

t:Ø1 ~ 

Gregg T. Abella 

Enclosures 

cc: John M. Baker, Esq.
 

Thomas Winmil 

IMG # 117802 v.l 
Stradley Ronon Stevens & You LLP STRDLEY 1250 Conncut Avenue, NW, Suite 500

Wasgton DC 206 (\_RONON Telephon (202) 822-9611 ­

Fa (20) 822-0140


I~ATTORNEYS AT LAW
 www.strey.com 

April 30, 2009 

VIA FEDERAL EXPRESS (Tracking No. 7965 6748 1004) 

Mr. John F. Ramírez, Secretary
 

Foxby Corp.
 

11 Hanover Square
 

New York, NY 10005
 

Dear Mr. Ramírez:
 

Please find enclosed, pursuant to Rile 14a-8 under the Secunties Exchange Act of 1934, 

a shareholder proposal and supporting statement from Remigton Value & Special Sitution 

Fund, LLC ("Remington"), for inclusion in the proxy statement of 
 Foxby Corp. for its next 

anual meeting. A cover letter from Remington and statements from Cede & Co. and Pershing
 

LLC, verifying Remington's ownership, are also enclosed. 

Please contact me at (202) 419-8413 if you have any questions. 

.,/ John M. ~ / k


//..
 

Enclosures
 

cc:Mr.. GreggT, 
 Abella-(w/enclosures ) 

Lawrence P. Stadulis, Esq. (w/enclosures) 

.'.--... 

Phildelphia, PA . Harrisburg, PA · Malvern, PA . Wilmington, DE . Cherry Hi, NJ . Washington, DC A l.rlni Ll LI hr ..ii MERITAS LAW FIRMS WORLDWIDE 1# 924896 v.i 
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 .... ' . .. . " ..
 

Value & Special Situation Fund,LLC;

One Highland Avenue, Metuchen, NJ 08840 eTel (732) 205-0391 Fax (732) 205-0395 

April 29, 2009

Mr. John F. Ramirez
 

Secreta
 

Foxby Corporation
 

11 Hanover Square
 

New York, NY 10005
 

Re: Shareholder Proposal for Foxby Corp. ("Foxby" or "The Fund")
 

Dear Mr. Ramirez: 

We, The Remington Value & Special Sitution Fund LLC, hereby. submit as Exhibit A 

the followig proposal and supporting statement puruant to Rule 14a-8 of the Securties
 

Exchange Act of 1934 for inclusion in management's proxy statement for the next anua 

meeting of stockholders or any earlier meeting. We wish to inorm you that we do not 

want to control or manage Foxby, nor do we seek board representation curently. We are 

makng ths proposal as 2.75% owners of Foxby, and curently hold 71,873.3564 shares, 

of which 68,873.3564 shaes have been held for one year or longer. Enclosed please find 

written statements regarding our holding of Foxby Corp. We intend to continue to hold 

the shares of the Fund through the date of the next anua meeting or any earlier meeting. 

If you have any questions regarding this matter, please contact John Baker at Stradley

Ronon: 202.419.8413
 

~rds, 

C/ fl l0. .
 

Aregg T. Abella Offcer of Managing Member 

cc: John Baker, esq. - Stradley Ronon
 

Larr Stadulis, esq. - Stradley Ronon 

Enc. 

~'. 
EXHIBIT A 

...--. RESOLVED: The shareholders of Foxby Corp. (I/Foxby" or the I/Fund") request the Board of Directors to 

consider seeking an appropriate registered investment company, or series thereof (including other 

Winmil funds), with the potential goal of effecting a merger or similar transaction with such company or 

series that is in the 
 best interests ofthe Fund and its shareholders.

We consider this a prudent decision because it addresses the 
 following issues:

Size 

According to its 2008 annual report, Foxby's net asset value and share price decreased by 63.27% and 

81.42% respectively -c with net assets being roughly $3.3 milion .at December 31, 200,8. From those 

2008 year-end figures, the Fundwould have to increase 
 in terms ofoet asset value and share price by

172% and 438%, respectively, merely to regain December 31, 2007 levels. As of March 31, 2009, the 

Fund's 3-year, 5-year, and since-inception annualized total returns are -26.81%, .,15.99%, and -19.99% 

respectively. Now that the Fund is smaller than in the past, we fear it may be harder to post positive 

returns in light of the expenses Foxby faces. 

Discount 

In October 2008 Foxby delisted from the American Stock Exchange to have its shares trade on the OTC 

Bulletin Board. This change appears to have widened the Fund's discount gap. During the six-month 

period from October 2008 through March 2009, the average month-end discount to net asset value 

grew to 42.74% (versus the 19.74% month-end average for the prior 6-month period). Foxby's gap 

currently ranks among the largest discounts of any closed-end fund. The Fund indicated in its 2007 

annual report that it may in the future purchase shares of its common stock in the open market - a 

concept we supported. However, perhaps due to the Funds diminished size, it does not appear thát 

Foxby repurchased any shares in 2008 - even as the Fund traded at a discount as great as 71.54% on 

December 23, 2008. 

Expenses 

Foxby was already small compared to many closed-end funds prior to the decline in assets during 2008, 

and its reported expense ratio over the past fivefiscal years ranged from 2.33% to 7.76%. According to 

Foxby's annual reports, the expenses of the Fund for the past 3 years averaged $218,630. Using that 

number, on year-end assets of roughly $3.3 million, we estimate that the going-forward annualized 

expense ratio of the Fund could be as high as 6% to 7%. While some of these expenses are based on 

percentages of the Fund's assets (and the annualized expense ratio therefore may be somewhat lower 

than we project), we stil think that the ongoing expenses need to be addressed given the Funds size. 

Conclusion 

We assert that prudent board members, evaluating objectively the Fund's size, discount to asset value, 

.~. and expense ratio, should favorably consider alternatives for Foxby at this time - with the most practical
 

solution potentially being a merger or similar transaction. 

I # 924523 vA 
''''' 

Pershing" 

One Pershing Plaza 

Jersey City, NJ 07399 

%eBANK 

0/ NEW YORK. 

April 28, 2009 

Foxby Corp
 

i 1 Hanover Square 

New York, NY 10005 

Re: Foxby Corp Common Stock Ownership (Cusip # 351645106) 

To whom it may concern: 

This letter certifies that Remington Value & Special Situation Fund LLC, is the beneficial 

owner of 71,873.3564 shares of 
 Foxby Corp Common Stock of 
 which 68,873.3564 have been


held at least one year. Remington Value & Special Situation Fund advises that they intend to 

hold their shares through the date of the annual meeting. The shares are held at Pershing LLC, 

DTC 443. 

Name ¡ .: ~'i 11 ~~ 

nitIeI M.fi$'~ Voce- !res,fi.. r­

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i\tt;_::r,';/ u . :'";~.~:~,~-rrt:.:EC
 

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;\¡ ".: .' ";,", :'.,. " : ~ :.. ,... ..,.. , 

i iii i W ¡ ~~i ;\ ~~i~i¡¡lí! m¡ 

Pershing LLC, member NASa. (\'6E. SiPC. 

III 321294 v.i 
04/27/2009 14: 40 201-333-4280 REDRG PAGE 03/03 

/~
 

Cede & Co.
 

CO/ The Depository Trust Company 

55 Wate! Street 

New York. NY 10041
 

April 27, 2009
 

Pershing LLC
 

One Pershing Plaza 

Jersey City, NJ 07399 

Re: F oxby Corp
 

Dear Sir; 

The recórds ofthe Depository Tnist Company ("DTC") índicate that DTC' s nonneet ,', ­ : i" .. .'r. j : : ~ .... _.:: .. ~ I .~ - '," l . . I .. i .." - '.~ .. : -!" ~. Cede & Co., is a holder of shares ofcornon stock ofFoxby Corp Cusip #351645106 .' l :: .. i .~. J, .. (the "shares''). DTC con:s to you that as of April 27, 2009 the. DTC PartcíM.t' '-, ,~,'-) . . .,' .~. account of 443 (pershing LLC) is cr~dited with 71,873.3564 shares. . ,I if.': 

.. _. .... . .\ .. '..: 0" -."':- .. ..... ~ .. . .. 

'l~" I ~.." 1-. 

',. ',' .. :..... t.".': ; . 

Ver trly yours,
 

C ~El! Y L ¿AmbEJe 7 

Cede & Co 

BY: 

(p arer) 

Dated: i-ß ~A ~ vo.? 1. 

LOCATION:201 333 4280 RX TIME 04/27 '09 14:27 
FOXBY CORP. ANNOUNCES APPROVAL OF
 

INTERIM INVSTMENT MAAGEMENT AGREEMENT
 

NEW YORK, NY - June 19,2012 -Foxby Corp. (Ticker: FXY) ("Fund") today announced the 

approval of an interi investment management agreement ("Interi Agreement") between the
 

Fund and CEF Advisers, Inc., its investment manager ("Investment Manager"). 

The Board of Directors ("Board") of the Fund approved the Interi Agreement because the passing 

of Bassett S. Winmi on May 15,2012 may be deemed to have resulted in a change in control of 

Winmi & Co. Incorporated ("Winco"), the parent company of the Investment Manager. Under the 

Investment Company Act of 1940, as amended ("1940 Act) such a change in control results in an 

assignent of the investment management agreement between the Fund and the Investment
 

Manager and its automatic termation.
 

The Interi Agreement is substantially identical to the investment management agreement that was 

previously in effect for the Fund (with the exception of different effective and termation dates) 

and wi not result in changes in the management of the Fund, its investment objectives, fees or 

servces provided. The Interi Agreement became effective on May 15,2012 and wi be in effect 

for a period of up to 150 days. The Fund wi seek shareholder approval of a new investment
 

management agreement ("New Agreement") with the Investment Manager at an upcomig special 

meeting of the Fund's shareholders expected to take place prior to OCtober 12, 2012. It is curently 

anticipated that the proposed New Agreement wi contai certain changes, includig an increase of 

the investment advisory fee, which wi be discussed in more detai in the proxy statement that is 

expected to be maied to sharehoiders in the thd quarter of 2012.
 

About the Fund 

The Fund is a closed end fund seekig total retu. The Fund may invest in equity and fixed income 

securities of both new and seasoned U.S. and foreign issuers, includig securities convertible into 

common stock and debt securties, closed end funds, and mutual funds. The Fund uses a flexible 

strategy in the selection of securities and is not lited by the issuer's location, industr, or market 

capitalzation. The Fund may employ aggessive and speculative investment techniques, such as 

sellng securities short, employig futures and options, derivatives, and borrowing money for 

investment purposes, an approach known as "leverage." A potential benefit of its closed end 

structue, the Fund may invest without lit in ilquid investments such as private placements and 

private companies. The Fund may also invest defensively in high grade money market instrments. 

Investors should consider the Fund's investment objectives, strategies, risks and expenses carefully 

before investig. Ths information, and other information concernng the Fund, can be found on fùe 

with the U.S. Securities and Exchange Commission and at \'v\vw.FoxbyCorp.com. An investor 

should carefully read the Fund's registration statement before investig. 

This communication 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 unlawfu prior to registration or qualfication under the securties laws of any such state, or an 

exemption therefrom. 

Safe Harbor Note 

DC-9630279 v3 
Ths release contais certai "forward lookig statements" made pursuant to the "safe harbor"
 

provisions of the Private Securities litigation Reform Act of 1995. These statements involve known

and unknown risks, uncertaities and other factors, many of which are beyond the control of the 

Fund, which may cause the Funds actual results to be materially different from those expressed or 

implied by such statements. The forward lookig statements made herein are only made as of the 

date of this announcement, and the Fund undertakes no obligation to publicly update such forward 

looking statements to reflect subsequent events or circumstances. 

Contact: Thomas O'Malley 

Chief Financial Offcer 

1-212-785~0400,ext. 267 

tomalley~FoxbyCorp.com 

WV"W.FoxbyCorp.com 

- 2­