Form N-CEN/A FOXBY CORP. For: Dec 31
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E-mailX0404 N-CEN/A 0001752724-22-054554 LIVE 0001068897 XXXXXXXX 811-09261 false false false N-2 Foxby Corp. 811-09261 0001068897 5493000W7P09VQYLUO04 3814 Route 44 Millbrook 12545 US-NY US 212-785-0900 Ultimus Asset Services 225 Pictoria Drive Suite 450 Cincinnati 45246-1617 513-587-3400 Accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder The Huntington National Bank 41 South High Street N/A Columbus 43216-3406 614-463-4293 Accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder Midas Management Corporation 3814 Route 44 N/A Millbrook 12545 212-785-0900 Accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder N N N N-2 Y Thomas B. Winmill 001849082 Y Roger Atkinson N/A N Jon Tomasson N/A N Peter K. Werner N/A N Russell Kamerman 006432984 3814 Route 44 Millbrook 12545 XXXXXX N N N N N N N N Tait, Weller & Baker LLP 445 N/A N N N N N N Foxby Corp 5493000W7P09VQYLUO04 N N/A Y N Y N N/A N/A N/A Rule 32a-4 (17 CFR 270.32a-4) N N N N Midas Management Corporation 801-49079 000108237 N/A N Ultimus Asset Services, LLC 084-00142 N/A N N N Interactive Data Pricing and Reference Data LLC 801-55222 SEC File No. N N Brown Brothers Harriman & Company 5493006KMX1VFTPYPW14 N Y Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) The Huntington National Bank 2WHM8VNJH63UN14OL754 N N Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) N Securities Transfer Corp 084-01567 SEC Filing Number N N N Midas Management Corporation 801-49079 SEC File No. Y N N O'NEILL SECURITIES, INC. 008-11763 000000894 5493002J20FGJRC1XQ20 1866.07999999 J.P. MORGAN SECURITIES LLC 008-35008 000000079 ZBUT11V806EZRVTWT807 540.29999999 WELLINGTON SHIELDS & CO. LLC 008-68098 000149021 N/A 1891.39999999 WALL STREET ACCESS 008-25936 000010012 549300Z0MOT47D6OQV22 1330.53000000 5628.31000000 0.00000000 Y 11601616.03400000 Common stock N/A N N N N N N 0.01040000 0.0239 14.21000000 22.77000000 false false true false false false true false false false false
[LOGO APPEARS HERE]
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Shareholders and Board of Directors
Foxby Corp.
3814 Route 44
Millbrook, New York 12545
In planning and performing our audits of the financial statements of Foxby Corp. (the ”Company”), as of and for the year ended December 31, 2021, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered their internal control over financial reporting, including control activities for safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-CEN, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
The management of the Company is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a company’s assets that could have a material effect on the financial statements.
Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Shareholders and Board of Directors
Foxby Corp.
Page Two
A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.
Our consideration of the Company’s internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). However, we noted no deficiencies in the Company’s internal control over financial reporting and its operation, including controls for safeguarding securities, which we consider to be material weaknesses, as defined above, as of December 31, 2021.
This report is intended solely for the information and use of management, Shareholders and Board of Directors of Foxby Corp. and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.
/s/ Tait, Weller & Baker LLP
TAIT, WELLER & BAKER LLP
Philadelphia, Pennsylvania
February 22, 2022
FOXBY CORP.
ARTICLES OF AMENDMENT
THIS IS TO CERTIFY THAT:
FIRST: The charter (the “Charter”) of Foxby Corp., a Maryland corporation (the “Corporation”), is hereby amended to decrease the par value of the shares of Common Stock of the Corporation issued and outstanding immediately prior to the Effective Time (as defined below) from $0.05 per share to $0.01 per share.
SECOND: The amendment to the Charter as set forth above has been duly approved by at least a majority of the entire Board of Directors as required by law. The amendment set forth herein is made without action by the stockholders of the Corporation, pursuant to Section 2-605(a)(2) of the Maryland General Corporation Law.
THIRD: There has been no increase in the authorized shares of stock of the Corporation effected by the amendment to the Charter as set forth above.
FOURTH: These Articles of Amendment shall become effective at 5:02 p.m., Eastern Time, on May 6, 2021 (the “Effective Time”).
FIFTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its President, Chief Executive Officer, Chairman and Chief Legal Officer and attested to by its Chief Compliance Officer, Secretary and General Counsel on this 23rd day of April, 2021.
ATTEST: | FOXBY CORP. | |
| /s/ Russell Kamerman | By: /s/ Thomas B. Winmill (SEAL) | |
| Name: Russell Kamerman | Name: Thomas B. Winmill | |
| Title: Chief Compliance Officer, Secretary and General Counsel | Title: President, Chief Executive Officer, Chairman and Chief Legal Officer |
FOXBY CORP.
ARTICLES OF AMENDMENT
THIS IS TO CERTIFY THAT:
FIRST: The charter (the “Charter”) of Foxby Corp., a Maryland corporation (the “Corporation”), is hereby amended to provide that, upon the Effective Time (as defined below), every five shares of Common Stock, par value $0.01 per share, of the Corporation which were issued and outstanding immediately prior to the Effective Time shall be changed into one issued and outstanding share of Common Stock, par value $0.05 per share, of the Corporation.
SECOND: The amendment to the Charter as set forth above has been duly approved by at least a majority of the entire Board of Directors as required by law. The amendment set forth herein is made without action by the stockholders of the Corporation, pursuant to Section 2-309(e) of the Maryland General Corporation Law.
THIRD: There has been no increase in the authorized shares of stock of the Corporation effected by the amendment to the Charter as set forth above.
FOURTH: These Articles of Amendment shall become effective at 5:01 p.m., Eastern Time, on May 6, 2021 (the “Effective Time”).
FIFTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its President, Chief Executive Officer, Chairman and Chief Legal Officer and attested to by its Chief Compliance Officer, Secretary and General Counsel on this 23rd day of April, 2021.
ATTEST: | FOXBY CORP. | |
| /s/ Russell Kamerman | By: /s/ Thomas B. Winmill (SEAL) | |
| Name: Russell Kamerman | Name: Thomas B. Winmill | |
| Title: Chief Compliance Officer, Secretary and General Counsel | Title: President, Chief Executive Officer, Chairman and Chief Legal Officer |
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