Foxby Corp. Announces Shareholder Approval of New Investment Management Agreement
October 09 2012 - 3:42PM
Marketwired
Foxby Corp. (OTCQB: FXBY) (the "Fund") announced today that, at the
Fund's Special Meeting of Shareholders adjourned to October 9,
2012, shareholders voted to approve a new investment management
agreement ("New Management Agreement") between the Fund and Midas
Management Corporation ("Midas Management"). Under the New
Management Agreement, Midas Management will provide the same
services to the Fund that CEF Advisers, Inc. ("CEF Advisers") did
under the prior investment management agreement with the Fund (the
"Prior Management Agreement"). The change from CEF Advisers to
Midas Management is for corporate administrative reasons only. Both
Midas Management and CEF Advisers are wholly owned subsidiaries of
Winmill & Co. Incorporated.
As described in the Fund's proxy statement dated August 22,
2012, the New Management Agreement reflects two material changes to
the Prior Management Agreement: (i) a fee rate increase and (ii) a
modification of the fee calculation methodology so that the
management fee is calculated based on "managed assets" rather than
net assets. Under the New Management Agreement, the management fee
rate would increase to an annual rate, payable monthly, of 0.95% of
the Fund's "managed assets." "Managed assets" means the average
weekly value of the Fund's total assets minus the sum of the Fund's
liabilities, which liabilities exclude debt relating to leverage,
short term debt and the aggregate liquidation preference of any
outstanding preferred stock. Managed assets include all Fund assets
attributable to borrowing. The New Management Agreement also
clarifies that the Fund is responsible for the cost of certain
reports and statistical data requested or approved by the Board of
Directors of the Fund and modifies the procedures for the payment
of certain Fund expenses.
About the Fund
The Fund is a closed end fund seeking total return. The Fund may
invest in equity and fixed income securities of both new and
seasoned U.S. and foreign issuers, including securities convertible
into common stock and debt securities, closed end funds, and mutual
funds. The Fund uses a flexible strategy in the selection of
securities and is not limited by the issuer's location, industry,
or market capitalization. The Fund may employ aggressive and
speculative investment techniques, such as selling securities
short, employing futures and options, derivatives, and borrowing
money for investment purposes, an approach known as "leverage." A
potential benefit of its closed end structure, the Fund may invest
without limit in illiquid investments such as private placements
and private companies. The Fund may also invest defensively in high
grade money market instruments.
Investors should consider the Fund's investment objectives,
strategies, risks and expenses carefully before investing. This
information, and other information concerning the Fund, can be
found on file with the U.S. Securities and Exchange Commission and
at www.FoxbyCorp.com. An investor should carefully read the Fund's
registration statement before investing. 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 unlawful prior
to registration or qualification under the securities laws of any
such state, or an exemption therefrom.
Safe Harbor Note
This release contains certain "forward looking statements" made
pursuant to the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. These statements involve known and
unknown risks, uncertainties and other factors, many of which are
beyond the control of the Fund, which may cause the Fund's actual
results to be materially different from those expressed or implied
by such statements. The forward looking 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 Officer
1-212-480-6432, ext. 267 Email Contact www.FoxbyCorp.com
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