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

Am S£A

UNITED STATES

v.

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 has withdrawn its objection to inclusion ofthe shareholder proposal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

AT lAW

I.'~ATTORNEYS

~

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

the Fund's shares since October 2006. Remington in 2008 submitted a

$2,000 worth of

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

did not

and only 754,345 votes against, although the Fund took the position that the proposal

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.

the Fund's decision

hindsight, it seems obvious that an important effect of

With the benefit of

Section 704 of

the AmEx Company Guide, which required most

was to avoid the requirement of

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

the Fund

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

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

statement stated

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

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.

in the Fund's proxy

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

Remington submitted

the Proposa to the Fund for inclusion

sttement for its next annual meeting, and

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

the

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

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

the rule's requirements. The Fund

Rule 14a-8 when a shareholder has complied with all of

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

the Fund's adviser with better overall attbutes for

are fuds managed by affliates of

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

inaccuracies and, mindful of

as quickly as possible.

*

*

*

*

*

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

message is prohibited. If you have received this e-mail in error, please contact me at Mary.ClarkePearson (( klgates. com.

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

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.

proxy statement for its next meeting. The

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

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.

sometime before Òctober 12, 2012. A full month passed

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)

of the (Fund's)

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

board of directors or management for the purpse of increasing the market value

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

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

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

(Nov.

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

than 30 calendar days from

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

Fund

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

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

b~

Sincerely,

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.

that a preliminary proxy statement wasfiled for

I noticed yesterday

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

shareholder's

meeting

(because

Foxby's upcoming meeting - which

considered

at

a

no such meeting was scheduled for 2009,2010, or 2011).

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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strictly prohibited. If you have received this communication in error, please notify us immediately by email, and delete the original message.

Please remember to contact Investment Partners Asset Management, Inc., in writing, if there are any

changes in your personal/financial situation or investment objectives for the purpose of

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

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

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.

Stradley Ronon Stevens

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

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

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

(\_RONON

Wasgton DC 206

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.

/ k

.,/ John M. ~

//..

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

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Value

& Special Situation

Fund,LLC;

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

29, 2009

April

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%

post positive

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

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

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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

which 68,873.3564 have been

Foxby Corp Common Stock of

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 ~~

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

III 321294 v.i

04/27/2009 14: 40

201-333-4280

PAGE 03/03

REDRG

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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 ,', ­

Cede & Co., is a holder of shares ofcornon stock ofFoxby Corp Cusip #351645106 .'

(the "shares''). DTC con:s to you that as of April 27, 2009 the. DTC PartcíM.t' '-, ,~,'-)

.~.

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account of 443 (pershing LLC) is cr~dited with 71,873.3564 shares. . ,I if.':

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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

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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"

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

provisions of

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