0001068897-12-000029 Sample Contracts

Forn Of U.S. PB Agreement
Account Agreement • August 29th, 2012 • Foxby Corp. • New York

This U.S. PB Agreement (including all terms, schedules, supplements and exhibits attached hereto, this “Agreement”) is entered into between the customer specified below (“Customer”) and BNP Paribas Prime Brokerage, Inc. (“BNPP PB, Inc.”) on behalf of itself and as agent for the BNPP Entities (as defined in the Account Agreement attached as Exhibit A hereto). The Agreement sets forth the terms and conditions on which BNPP PB, Inc. will transact business with Customer. Customer and BNPP PB, Inc., on behalf of itself and as agent for the BNPP Entities, have also entered into the Account Agreement.

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SERVICES AGREEMENT Fund Accounting Services Tax Services between FOXBY CORP. and HUNTINGTON ASSETS SERVICES, INC. as of March 1, 2012
Services Agreement • August 29th, 2012 • Foxby Corp. • Indiana

AGREEMENT (this “Agreement”), dated as of March 1, 2012, between Foxby Corp., a Maryland Corporation (the “Fund”), and Huntington Asset Services, Inc., a Delaware corporation (“HASI”).

FORM OF SPECIAL CUSTODY and PLEDGE AGREEMENT
Form of Special Custody and Pledge Agreement Agreement • August 29th, 2012 • Foxby Corp. • New York

AGREEMENT (hereinafter "Agreement"), dated as of March 29, 2012, among State Street Bank and Trust Company, a Massachusetts trust company, in its capacity as custodian hereunder ("Custodian"), Foxby Corp. (the "Fund"), and BNP Paribas Prime Brokerage, Inc. (the "Counterparty").

Form of Committed Facility Agreement
Form of Committed Facility Agreement • August 29th, 2012 • Foxby Corp. • New York

BNP PARIBAS PRIME BROKERAGE, INC. (“BNPP PB, Inc.”) and the counterparty specified on the signature page (“Customer”), hereby enter into this Committed Facility Agreement (this “Agreement”), dated as of the date specified on the signature page.

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 29th, 2012 • Foxby Corp. • Maryland

AGREEMENT made as of May 15, 2012, by and between Foxby Corp., a Maryland corporation (the “Fund”) and CEF Advisers, Inc., a Delaware corporation (the “Investment Manager”).

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