UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-PX

          ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
                               INVESTMENT COMPANY

                  Investment Company Act file number 811-09261
                  ---------------------------------------------

                                   Foxby Corp.
                  ---------------------------------------------
               (Exact name of registrant as specified in charter)

  11 Hanover Square, 12th Floor, New York, NY                   10005
--------------------------------------------------------------------------------
   (Address of principal executive offices)                   (Zip code)

                          Thomas B. Winmill, President
                                   Foxby Corp.
                          11 Hanover Square, 12th Floor
                               New York, NY 10005
                  ---------------------------------------------
                    (Name and address of agent for service)

Registrant's telephone number, including area code: 1-212-344-6310

Date of fiscal year end:    12/31


Date of reporting period: 07/01/05 - 06/30/06



Item 1. Proxy Voting Record

     The information contained herein discloses the following information for
each matter relating to a portfolio security considered at any shareholder
meeting held during the period covered by the report and with respect to which
the registrant was entitled to vote:

(a)  The name of the issuer of the portfolio security;

(b)  The exchange ticker symbol of the portfolio security;

(c)  The Council on Uniform Securities Identification Procedures ("CUSIP")
     number for the portfolio security;

(d)  The shareholder meeting date;

(e)  A brief identification of the matter voted on;

(f)  Whether the matter was proposed by the issuer or by a security holder;

(g)  Whether the registrant cast its vote on the matter;

(h)  How the registrant cast its vote; and

(i)  Whether the registrant cast its vote for or against management.



Foxby Corp.

ALLIANCE ONE INTERNATIONAL INC

Ticker:       AOI            Security ID:  018772103
Meeting Date: AUG 25, 2005   Meeting Type: Annual
Record Date:  JUN 17, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Brian J. Harker            For       For        Management
1.2   Elect Director Nigel G. Howard            For       For        Management
1.3   Elect Director Joseph L. Lanier, Jr.      For       For        Management
1.4   Elect Director William S. Sheridan        For       For        Management


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ANHEUSER-BUSCH COMPANIES, INC.

Ticker:       BUD            Security ID:  035229103
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  FEB 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James J. Forese            For       For        Management
1.2   Elect Director Vernon R. Loucks, Jr.      For       For        Management
1.3   Elect Director Vilma S. Martinez          For       For        Management
1.4   Elect Director William Porter Payne       For       For        Management
1.5   Elect Director Edward E. Whitacre, Jr.    For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Approve Non-Employee Director Restricted  For       For        Management
      Stock Plan
4     Ratify Auditors                           For       For        Management


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BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  MAR 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William Barnet, III        For       For        Management
1.2   Elect Director Frank P. Bramble, Sr.      For       For        Management
1.3   Elect Director John T. Collins            For       For        Management
1.4   Elect Director Gary L. Countryman         For       For        Management
1.5   Elect Director Tommy R. Franks            For       For        Management
1.6   Elect Director Paul Fulton                For       For        Management
1.7   Elect Director Charles K. Gifford         For       For        Management
1.8   Elect Director W. Steven Jones            For       For        Management
1.9   Elect Director Kenneth D. Lewis           For       For        Management
1.10  Elect Director Monica C. Lozano           For       For        Management
1.11  Elect Director Walter E. Massey           For       For        Management
1.12  Elect Director Thomas J. May              For       For        Management
1.13  Elect Director Patricia E. Mitchell       For       For        Management
1.14  Elect Director Thomas M. Ryan             For       For        Management
1.15  Elect Director O. Temple Sloan, Jr.       For       For        Management
1.16  Elect Director Meredith R. Spangler       For       For        Management
1.17  Elect Director Robert L. Tillman          For       For        Management
1.18  Elect Director Jackie M. Ward             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Publish Political Contributions           Against   Against    Shareholder
5     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
6     Provide for an Independent Chairman       Against   For        Shareholder
7     Exclude Reference to Sexual Orientation   Against   Against    Shareholder
      from the Company's EEO Statement


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BEAR CREEK MINING CORP.

Ticker:       BCM.           Security ID:  07380N104
Meeting Date: MAY 25, 2006   Meeting Type: Annual/Special
Record Date:  APR 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Ratify Staley Okada & Partners as         For       For        Management
      Auditors
2     Authorize Board to Fix Remuneration of    For       For        Management
      Auditors
3     Fix Number of Directors at Seven          For       For        Management
4.1   Elect Director Catherine McLeod-Seltzer   For       For        Management
4.2   Elect Director Andrew T. Swarthout        For       For        Management
4.3   Elect Director David De Witt              For       For        Management
4.4   Elect Director Miguel Grau                For       For        Management
4.5   Elect Director Kevin Morano               For       For        Management
4.6   Elect Director Anthony J. Petrina         For       For        Management
4.7   Elect Director Gerald Van Voorhis         For       For        Management
5     Amend Stock Option Plan                   For       Against    Management
6     Approve Stock Option Plan Grants          For       Against    Management
7     Adopt Shareholder Rights Plan (Poison     For       Against    Management
      Pill)
8     Other Business                            For       Against    Management


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BROWN & BROWN, INC.

Ticker:       BRO            Security ID:  115236101
Meeting Date: MAY 10, 2006   Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J. Hyatt Brown             For       For        Management
1.2   Elect Director Samuel P. Bell, III        For       Withhold   Management
1.3   Elect Director Hugh M. Brown              For       For        Management
1.4   Elect Director Bradley Currey, Jr.        For       For        Management
1.5   Elect Director Jim W. Henderson           For       For        Management
1.6   Elect Director Theodore J. Hoepner        For       For        Management
1.7   Elect Director David H. Hughes            For       For        Management
1.8   Elect Director John R. Riedman            For       For        Management
1.9   Elect Director Jan E. Smith               For       For        Management
1.10  Elect Director Chilton D. Varner          For       For        Management


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CEMEX S.A.

Ticker:       CX             Security ID:  151290889
Meeting Date: APR 27, 2006   Meeting Type: Special
Record Date:  MAR 23, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     PROPOSAL TO SPLIT EACH OF THE COMPANY S   For       For        Management
      ORDINARY COMMON SHARES SERIES  A  AND
      SERIES  B  SHARES AND AMEND ARTICLE 6 OF
      THE COMPANY S BY-LAWS.
2     PROPOSAL TO CHANGE THE COMPANY S BY-LAWS. For       For        Management
3     APPOINTMENT OF DELEGATES TO FORMALIZE THE For       For        Management
      RESOLUTIONS ADOPTED AT THE MEETING AND
      THE CHANGES IN THE COMPANY S BY-LAWS OR
      ESTATUTOS SOCIALES, IF APPLICABLE.
4     APPROVAL OF THE FINANCIAL STATEMENTS FOR  For       For        Management
      THE FISCAL YEAR ENDED DECEMBER 31, 2005.
5     ALLOCATION OF PROFITS AND THE MAXIMUM     For       For        Management
      AMOUNT OF FUNDS TO BE USED FOR THE
      PURCHASE OF COMPANY SHARES.
6     PROPOSAL TO INCREASE THE CAPITAL STOCK OF For       For        Management
      THE COMPANY IN ITS VARIABLE PORTION.
7     APPOINTMENT OF DIRECTORS AND STATUTORY    For       For        Management
      AUDITORS, AND PRESIDENT OF THE AUDIT
      COMMITTEE AND SOCIETAL PRACTICES.
8     COMPENSATION OF DIRECTORS, STATUTORY      For       For        Management
      AUDITORS AND AUDIT AND SOCIETAL PRACTICES
      COMMITTEE.
9     APPOINTMENT OF DELEGATES TO FORMALIZE THE For       For        Management
      RESOLUTIONS ADOPTED AT THE MEETING.


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COMCAST CORP.

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 18, 2006   Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director S. Decker Anstrom          For       For        Management
1.2   Elect Director Kenneth J. Bacon           For       For        Management
1.3   Elect Director Sheldon M. Bonovitz        For       For        Management
1.4   Elect Director Edward D. Breen            For       For        Management
1.5   Elect Director Julian A. Brodsky          For       For        Management
1.6   Elect Director Joseph J. Collins          For       For        Management
1.7   Elect Director J. Michael Cook            For       For        Management
1.8   Elect Director Jeffrey A. Honickman       For       For        Management
1.9   Elect Director Brian L. Roberts           For       For        Management
1.10  Elect Director Ralph J. Roberts           For       For        Management
1.11  Elect Director Judith Rodin               For       For        Management
1.12  Elect Director Michael I. Sovern          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
4     Amend Restricted Stock Plan               For       For        Management
5     Approve Executive Incentive Bonus Plan    For       For        Management
6     Put Repricing of Stock Options to         Against   Against    Shareholder
      Shareholder Vote
7     Separate Chairman and CEO Positions       Against   For        Shareholder
8     Limit Executive Compensation              Against   Against    Shareholder
9     Company-Specific-Adopt Recapitalization   Against   For        Shareholder
      Plan
10    Establish Other Board Committee           Against   For        Shareholder


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DONALDSON CO., INC.

Ticker:       DCI            Security ID:  257651109
Meeting Date: NOV 18, 2005   Meeting Type: Annual
Record Date:  SEP 30, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director F. Guillaume Bastiaens     For       For        Management
1.2   Elect Director Janet M. Dolan             For       For        Management
1.3   Elect Director Jeffrey Noddle             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


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FIRST AMERICAN CORP.

Ticker:       FAF            Security ID:  318522307
Meeting Date: MAY 18, 2006   Meeting Type: Annual
Record Date:  MAR 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director George L. Argyros          For       For        Management
1.2   Elect Director Gary J. Beban              For       For        Management
1.3   Elect Director J. David Chatham           For       For        Management
1.4   Elect Director William G. Davis           For       For        Management
1.5   Elect Director James L. Doti              For       For        Management
1.6   Elect Director Lewis W. Douglas, Jr.      For       For        Management
1.7   Elect Director D.P. Kennedy               For       For        Management
1.8   Elect Director Parker S. Kennedy          For       For        Management
1.9   Elect Director Frank E. O'Bryan           For       For        Management
1.10  Elect Director Roslyn B. Payne            For       For        Management
1.11  Elect Director D. Van Skilling            For       For        Management
1.12  Elect Director Herbert B. Tasker          For       For        Management
1.13  Elect Director Virginia M. Ueberroth      For       For        Management
1.14  Elect Director Mary Lee Widener           For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management


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GAMMON LAKE RESOURCES INC.

Ticker:       GAM.           Security ID:  364915108
Meeting Date: MAY 10, 2006   Meeting Type: Annual/Special
Record Date:  APR 7, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Directors Fred George, Bradley H.   For       For        Management
      Langille, Colin P. Sutherland, Alejandro
      Caraveo, Dale M. Hendrick, Kent L.
      Noseworthy, Frank Conte and Canek Rangel
2     Approve KPMG LLP as Auditors and          For       For        Management
      Authorize Board to Fix Remuneration of
      Auditors
3     Amend Stock Option Plan                   For       Against    Management
4     Approve Stock Option Plan Grants and      For       Against    Management
      Authorize Board to Amend Terms of
      Existing Options
5     Amend Bylaws                              For       Against    Management


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GAMMON LAKE RESOURCES INC.

Ticker:       GAM.           Security ID:  364915108
Meeting Date: NOV 16, 2005   Meeting Type: Annual/Special
Record Date:  OCT 17, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Directors Fred George, Bradley H.   For       Did Not    Management
      Langille, Colin P. Sutherland, Alejandro            Vote
      Caraveo, Dale M. Hendrick, Kent L.
      Noseworthy, Frank Conte And Canek Rangel
2     Approve KPMG LLP as Auditors and          For       Did Not    Management
      Authorize Board to Fix Remuneration of              Vote
      Auditors
3     Amend Stock Option Plan                   For       Did Not    Management
                                                          Vote
4     Approve Stock Option Plan Grants to       For       Did Not    Management
      Directors, Officers and Employees                   Vote
5     Amend Bylaws Re: Quorum Requirements      For       Did Not    Management
                                                          Vote


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IDEXX LABORATORIES, INC.

Ticker:       IDXX           Security ID:  45168D104
Meeting Date: MAY 10, 2006   Meeting Type: Annual
Record Date:  MAR 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William T. End             For       For        Management
1.2   Elect Director Barry C. Johnson, Phd      For       For        Management
1.3   Elect Director Brian P. McKeon            For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


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INTEL CORP.

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 17, 2006   Meeting Type: Annual
Record Date:  MAR 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Craig R. Barrett           For       For        Management
2     Elect Director Charlene Barshefsky        For       For        Management
3     Elect Director E. John P. Browne          For       For        Management
4     Elect Director D. James Guzy              For       For        Management
5     Elect Director Reed E. Hundt              For       For        Management
6     Elect Director Paul S. Otellini           For       For        Management
7     Elect Director James D. Plummer           For       For        Management
8     Elect Director David S. Pottruck          For       For        Management
9     Elect Director Jane E. Shaw               For       For        Management
10    Elect Director John L. Thornton           For       For        Management
11    Elect Director David B. Yoffie            For       For        Management
12    Rescind Fair Price Provision              For       For        Management
13    Amend Articles/Bylaws/Repeal              For       For        Management
      Supermajority Vote
14    Ratify Auditors                           For       For        Management
15    Approve Omnibus Stock Plan                For       For        Management
16    Approve Qualified Employee Stock Purchase For       For        Management
      Plan


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LANDAMERICA FINANCIAL GROUP, INC.

Ticker:       LFG            Security ID:  514936103
Meeting Date: MAY 16, 2006   Meeting Type: Annual
Record Date:  MAR 30, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Janet A. Alpert            For       For        Management
1.2   Elect Director Gale K. Caruso             For       For        Management
1.3   Elect Director Michael Dinkins            For       For        Management
1.4   Elect Director John P. McCann             For       For        Management
2     Amend Articles/Bylaws/Charter-Non-Routine For       For        Management
3     Amend Director and Officer                For       For        Management
      Indemnification/Liability Provisions
4     Ratify Auditors                           For       For        Management


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MBNA CORP.

Ticker:       KRB            Security ID:  55262L100
Meeting Date: NOV 3, 2005    Meeting Type: Special
Record Date:  SEP 2, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management


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METROGAS S.A.

Ticker:                      Security ID:  591673207
Meeting Date: APR 28, 2006   Meeting Type: Annual
Record Date:  MAR 23, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPOINTMENT OF TWO SHAREHOLDERS TO        For       For        Management
      APPROVE AND SIGN THE MINUTE.
2     CONSIDERATION OF THE COMPANY S ANNUAL     For       For        Management
      REPORT, BALANCE SHEET, INCOME STATEMENT,
      STATEMENT OF CHANGES IN SHAREHOLDERS
      EQUITY, ALL AS MORE FULLY DESCRIBED IN
      THE PROXY STATEMENT.
3     ALLOCATION OF THE NET RESULT              For       For        Management
      CORRESPONDING TO THE FISCAL YEAR ENDED ON
      DECEMBER 31, 2005.
4     CONSIDERATION OF THE BOARD OF DIRECTORS   For       For        Management
      AND THE SURVEILLANCE COMMITTEE S
      PERFORMANCE.
5     BOARD OF DIRECTORS  AND SURVEILLANCE      For       For        Management
      COMMITTEE S FEES.
6     FEES OF THE AUDITORS OF THE COMPANY S     For       For        Management
      FINANCIAL STATEMENTS FOR FISCAL YEAR
      ENDED DECEMBER 31, 2005.
7     ELECTION OF MEMBERS AND ALTERNATES        For       For        Management
      MEMBERS OF THE BOARD OF DIRECTORS BY
      CLASS A SHAREHOLDERS.
8     ELECTION OF MEMBERS AND ALTERNATES        For       For        Management
      MEMBERS OF THE SURVEILLANCE COMMITTEE BY
      CLASS A SHAREHOLDERS.
9     ELECTION OF MEMBERS AND ALTERNATES MEMBER For       For        Management
      OF THE BOARD OF DIRECTORS BY CLASS B
      SHAREHOLDERS.
10    ELECTION OF ONE MEMBER AND ONE ALTERNATE  For       For        Management
      MEMBER OF THE SURVEILLANCE COMMITTEE BY
      CLASS B SHAREHOLDERS.
11    ELECTION OF ONE MEMBER AND ONE ALTERNATE  For       For        Management
      MEMBER OF THE BOARD OF DIRECTORS BY CLASS
      C SHAREHOLDERS.
12    Ratify Auditors                           For       For        Management
13    AUDIT COMMITTEE S BUDGET.                 For       For        Management


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METROGAS S.A.

Ticker:                      Security ID:  591673207
Meeting Date: JUL 29, 2005   Meeting Type: Special
Record Date:  JUN 30, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     CONSIDERATION OF THE PERFORMANCE OF THE   For       For        Management
      RESIGNED MEMBERS OF THE BOARD OF
      DIRECTORS
2     APPOINTMENT OF ONE CLASS B DIRECTOR       For       For        Management
3     MODIFICATION OF THE ARTICLE 20 OF THE BY  For       For        Management
      LAWS


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MOLSON COORS BREWING CO

Ticker:       TAP            Security ID:  60871R209
Meeting Date: MAY 17, 2006   Meeting Type: Annual
Record Date:  MAR 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John E. Cleghorn           For       For        Management
1.2   Elect Director Charles M. Herington       For       For        Management
1.3   Elect Director David P. O'Brien           For       For        Management


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THE NEIMAN MARCUS GROUP, INC.

Ticker:       NMG.A          Security ID:  640204202
Meeting Date: AUG 16, 2005   Meeting Type: Special
Record Date:  JUL 11, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management


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NESTLE SA

Ticker:       NSRGY          Security ID:  641069406
Meeting Date: APR 6, 2006    Meeting Type: Annual
Record Date:  FEB 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE 2005 ANNUAL REPORT, OF    For       For        Management
      THE ACCOUNTS OF NESTLE S.A. AND OF THE
      CONSOLIDATED ACCOUNTS OF THE NESTLE
      GROUP.
2     RELEASE OF THE MEMBERS OF THE BOARD OF    For       For        Management
      DIRECTORS AND OF THE MANAGEMENT.
3     APPROVAL OF THE APPROPRIATION OF PROFIT   For       For        Management
      RESULTING FROM THE BALANCE SHEET OF
      NESTLE S.A., AS SET FORTH IN THE
      INVITATION.
4     CAPITAL REDUCTION AND CONSEQUENT          For       For        Management
      AMENDMENT OF ARTICLE 5 OF THE ARTICLES OF
      ASSOCIATION, AS SET FORTH IN THE
      INVITATION.
5     RE-ELECTION OF MR. JEAN-PIERRE MEYERS TO  For       For        Management
      THE BOARD OF DIRECTORS. (FOR THE TERM
      STATED IN THE ARTICLES OF ASSOCIATION)
6     RE-ELECTION OF MR. ANDRE KUDELSKI TO THE  For       For        Management
      BOARD OF DIRECTORS. (FOR THE TERM STATED
      IN THE ARTICLES OF ASSOCIATION)
7     ELECTION OF MRS. NAINA LAL KIDWAI TO THE  For       For        Management
      BOARD OF DIRECTORS. (FOR THE TERM STATED
      IN THE ARTICLES OF ASSOCIATION)
8     ELECTION OF MR. JEAN-RENE FOURTOU TO THE  For       For        Management
      BOARD OF DIRECTORS. (FOR THE TERM STATED
      IN THE ARTICLES OF ASSOCIATION)
9     ELECTION OF MR. STEVEN GEORGE HOCH TO THE For       For        Management
      BOARD OF DIRECTORS. (FOR THE TERM STATED
      IN THE ARTICLES OF ASSOCIATION)
10    MANDATE BY SHAREHOLDERS TO BOARD OF       For       For        Management
      DIRECTORS TO REVISE ARTICLES OF
      ASSOCIATION, AS SET FORTH IN THE
      INVITATION ENCLOSED.
11    MARK THE  FOR  BOX AT RIGHT IF YOU WISH   None      Against    Management
      TO GIVE A PROXY TO THE INDEPENDENT
      REPRESENTATIVE, MR. JEAN-LUDOVIC HARTMANN
      (AS FURTHER DISCUSSED IN THE COMPANY S
      INVITATION).


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NTT DOCOMO INC.

Ticker:       9437           Security ID:  62942M201
Meeting Date: JUN 20, 2006   Meeting Type: Annual
Record Date:  MAR 30, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF PROPOSED APPROPRIATION OF     For       For        Management
      RETAINED EARNINGS FOR THE 15TH FISCAL
      YEAR
2     REPURCHASE OF SHARES A SUMMARY OF THIS    For       For        Management
      ITEM APPEARS IN THE SECTION ENTITLED
      REFERENCE MATERIALS PERTAINING TO
      EXERCISE OF VOTING RIGHTS
3     PARTIAL AMENDMENT OF THE ARTICLES OF      For       Against    Management
      INCORPORATION
4     ELECTION OF THIRTEEN (13) DIRECTORS       For       For        Management
5     ELECTION OF ONE (1) CORPORATE AUDITOR     For       Against    Management
6     AWARD OF RETIREMENT BENEFITS PAYMENTS TO  For       Against    Management
      RETIRING DIRECTORS AND AWARD OF
      RETIREMENT BENEFITS PAYMENTS TO EXISTING
      DIRECTORS AND CORPORATE AUDITORS IN
      CONNECTION WITH THE ABOLISHMENT OF
      RETIREMENT BENEFITS PAYMENT SYSTEM
7     AMENDMENT TO COMPENSATION OF DIRECTORS    For       For        Management
      AND CORPORATE AUDITORS


--------------------------------------------------------------------------------

OLD REPUBLIC INTERNATIONAL CORP.

Ticker:       ORI            Security ID:  680223104
Meeting Date: MAY 26, 2006   Meeting Type: Annual
Record Date:  MAR 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Harrington Bischof         For       Withhold   Management
1.2   Elect Director Peter Lardner              For       Withhold   Management
1.3   Elect Director Charles F. Titterton       For       Withhold   Management
1.4   Elect Director Steven R. Walker           For       For        Management
2     Approve Omnibus Stock Plan                For       Against    Management


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PATTERSON  COS INC.

Ticker:       PDCO           Security ID:  703395103
Meeting Date: SEP 12, 2005   Meeting Type: Annual
Record Date:  JUL 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ronald E. Ezerski          For       For        Management
1.2   Elect Director Andre B. Lacy              For       For        Management
2     Ratify Auditors                           For       For        Management


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PMA CAPITAL CORP.

Ticker:       PMACA          Security ID:  693419202
Meeting Date: MAY 9, 2006    Meeting Type: Annual
Record Date:  MAR 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Vincent T. Donnelly        For       For        Management
1.2   Elect Director James F. Malone            For       For        Management
1.3   Elect Director John D. Rollins            For       For        Management
1.4   Elect Director L.J. Rowell, Jr.           For       For        Management
2     Ratify Auditors                           For       For        Management


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PROCTER & GAMBLE COMPANY, THE

Ticker:       PG             Security ID:  742718109
Meeting Date: JUL 12, 2005   Meeting Type: Special
Record Date:  MAY 19, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management


--------------------------------------------------------------------------------

PROCTER & GAMBLE COMPANY, THE

Ticker:       PG             Security ID:  742718109
Meeting Date: OCT 11, 2005   Meeting Type: Annual
Record Date:  AUG 12, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Bruce L. Byrnes            For       For        Management
1.2   Elect Director Scott D. Cook              For       For        Management
1.3   Elect Director Charles R. Lee             For       For        Management
1.4   Elect Director W. James McNerney, Jr.     For       For        Management
1.5   Elect Director Ernesto Zedillo            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Articles                            For       For        Management
4     Declassify the Board of Directors         For       For        Management
5     Report on Animal Welfare Policy           Against   Against    Shareholder
6     Seek Sale of Company/Assets               Against   Against    Shareholder
7     Report on Political Contributions         Against   Against    Shareholder


--------------------------------------------------------------------------------

STATE STREET CORP. (BOSTON)

Ticker:       STT            Security ID:  857477103
Meeting Date: APR 19, 2006   Meeting Type: Annual
Record Date:  FEB 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director T. Albright                For       For        Management
1.2   Elect Director K. Burnes                  For       For        Management
1.3   Elect Director N. Darehshori              For       For        Management
1.4   Elect Director A. Goldstein               For       For        Management
1.5   Elect Director D. Gruber                  For       For        Management
1.6   Elect Director L. Hill                    For       For        Management
1.7   Elect Director C. LaMantia                For       For        Management
1.8   Elect Director R. Logue                   For       For        Management
1.9   Elect Director R. Sergel                  For       For        Management
1.10  Elect Director R. Skates                  For       For        Management
1.11  Elect Director G. Summe                   For       For        Management
1.12  Elect Director D. Walsh                   For       For        Management
1.13  Elect Director R. Weissman                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management
5     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


--------------------------------------------------------------------------------

STEWART INFORMATION SERVICES CORP.

Ticker:       STC            Security ID:  860372101
Meeting Date: APR 28, 2006   Meeting Type: Annual
Record Date:  FEB 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert L. Clarke           For       For        Management
1.2   Elect Director Nita B. Hanks              For       For        Management
1.3   Elect Director E. Douglas Hodo            For       For        Management
1.4   Elect Director W. Arthur Porter           For       For        Management
1.5   Elect Director Laurie C. Moore            For       For        Management


--------------------------------------------------------------------------------

SURMODICS, INC.

Ticker:       SRDX           Security ID:  868873100
Meeting Date: JAN 30, 2006   Meeting Type: Annual
Record Date:  DEC 9, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors                   For       For        Management
2.1   Elect  Director Bruce J Barclay           For       For        Management
2.2   Elect  Director Jose H. Bedoya            For       For        Management
2.3   Elect  Director John A. Meslow            For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


--------------------------------------------------------------------------------

TARGET CORPORATION

Ticker:       TGT            Security ID:  87612E106
Meeting Date: MAY 17, 2006   Meeting Type: Annual
Record Date:  MAR 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard M. Kovacevich      For       For        Management
1.2   Elect Director George W. Tamke            For       For        Management
1.3   Elect Director Solomon D. Trujillo        For       For        Management
1.4   Elect Director Robert J. Ulrich           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report Political Contributions/Activities Against   Against    Shareholder


--------------------------------------------------------------------------------

U.S. BANCORP

Ticker:       USB            Security ID:  902973304
Meeting Date: APR 18, 2006   Meeting Type: Annual
Record Date:  FEB 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peter H. Coors             For       For        Management
1.2   Elect Director Jerry A. Grundhofer        For       For        Management
1.3   Elect Director Patrick T. Stokes          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Declassify the Board of Directors         Against   For        Shareholder
5     Approve Report of the Compensation        Against   For        Shareholder
      Committee


--------------------------------------------------------------------------------

VIVENDI SA (FORMERLY VIVENDI UNIVERSAL)

Ticker:       V              Security ID:  92851S204
Meeting Date: APR 20, 2006   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Change Company Name to Vivendi and Amend  For       For        Management
      Bylaws Accordingly
2     Approve Financial Statements and          For       For        Management
      Statutory Reports
3     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports
4     Approve Special Auditors' Report          For       Against    Management
      Regarding Related-Party Transactions
5     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 1 per Share
6     Reelect Fernando Falco y Fernandez de     For       For        Management
      Cordova as Supervisory Board Member
7     Reelect Gabriel Hawawini as Supervisory   For       For        Management
      Board Member
8     Ratify Barbier Frinault & Autres as       For       For        Management
      Auditor
9     Ratify Auditex as Alternate Auditor       For       For        Management
10    Authorize Share Repurchase Program of Up  For       For        Management
      to Ten Percent of Issued Share Capital
11    Approve Reduction in Share Capital via    For       For        Management
      Cancellation of Repurchased Shares
12    Authorize Filling of Required             For       For        Management
      Documents/Other Formalities


--------------------------------------------------------------------------------

WALGREEN CO.

Ticker:       WAG            Security ID:  931422109
Meeting Date: JAN 11, 2006   Meeting Type: Annual
Record Date:  NOV 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David W. Bernauer          For       For        Management
1.2   Elect Director William C. Foote           For       For        Management
1.3   Elect Director James J. Howard            For       For        Management
1.4   Elect Director Alan G. McNally            For       For        Management
1.5   Elect Director Cordell Reed               For       For        Management
1.6   Elect Director Jeffrey A. Rein            For       For        Management
1.7   Elect Director David Y. Schwartz          For       For        Management
1.8   Elect Director John B. Schwemm            For       For        Management
1.9   Elect Director James A. Skinner           For       For        Management
1.10  Elect Director Marilou M. von Ferstel     For       For        Management
1.11  Elect Director Charles R. Walgreen, III   For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Stock Option Plan                   For       Against    Management


--------------------------------------------------------------------------------

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  MAR 7, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lloyd H. Dean              For       For        Management
1.2   Elect Director Susan E. Engel             For       For        Management
1.3   Elect Director Enrique Hernandez, Jr.     For       For        Management
1.4   Elect Director Robert L. Joss             For       For        Management
1.5   Elect Director Richard M. Kovacevich      For       For        Management
1.6   Elect Director Richard D. McCormick       For       For        Management
1.7   Elect Director Cynthia H. Milligan        For       Withhold   Management
1.8   Elect Director Nicholas G. Moore          For       For        Management
1.9   Elect Director Philip J. Quigley          For       Withhold   Management
1.10  Elect Director Donald B. Rice             For       Withhold   Management
1.11  Elect Director Judith M. Runstad          For       For        Management
1.12  Elect Director Stephen W. Sanger          For       For        Management
1.13  Elect Director Susan G. Swenson           For       For        Management
1.14  Elect Director Michael W. Wright          For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
4     Separate Chairman and CEO Positions       Against   For        Shareholder
5     Compensation- Director Compensation       Against   Against    Shareholder
6     Report on Discrimination in Lending       Against   Against    Shareholder




                                   SIGNATURES

     Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Foxby Corp.

By: /s/ Thomas B. Winmill
    ----------------------------
    Thomas B. Winmill, President

Date: August 24, 2006