SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • January 25th, 2011 • GDL Fund • Massachusetts
This Subscription Agent Agreement (the “Agreement”) is made as of January 20, 2011 by and among The GDL Fund (the “ Company”), Computershare Inc., a Delaware corporation and its fully owned subsidiary Computershare Trust Company, N.A., a national banking (collectively, the “Agent” or individually “Computershare” and the “Trust Company”, respectively). All terms not defined herein shall have the meaning given in the prospectus (the “Prospectus”) included in the (Registration Statement on Form N-2 Securities Act, File No. 333-149864 filed by the Company with the Securities and Exchange Commission on January 21, 2011, as amended by any amendment filed with respect thereto (the “Registration Statement”).
2,880,363 Shares of Series B Cumulative Puttable and Callable Preferred Stock Issuable Upon Exercise of Rights to Subscribe for such Shares DEALER MANAGER AGREEMENTDealer Manager Agreement • January 25th, 2011 • GDL Fund • New York
Each of The GDL Fund, a Delaware statutory trust (the “Fund”), and Gabelli Funds, LLC, a New York limited liability company (the “Investment Advisor”), hereby confirms the agreement with and appointment of Gabelli & Company Inc. to act as dealer manager (the “Dealer Manager”) in connection with the issuance by the Fund to its preferred shareholders of record (the “Record Date Preferred Stockholders”) at the close of business on the record date set forth in the Prospectus (as defined herein) (the “Record Date”) transferable rights entitling such Record Date Preferred Stockholders to subscribe for up to 2,880,363 shares of Series B Cumulative Puttable and Callable Preferred Stock (the “Preferred Shares”) of the Fund (the “Offer”). Pursuant to the terms of the Offer, the Fund is issuing each Record Date Preferred Stockholder three transferable rights (each a “Right” and, collectively, the “Rights”) for each share of existing preferred stock (the “Existing Preferred Stock”) held by such Re
THE GABELLI GLOBAL DEAL FUND AGREEMENT AND DECLARATION OF FUNDAgreement and Declaration of Fund • January 25th, 2011 • GDL Fund • Delaware
AGREEMENT AND DECLARATION OF FUND made as of the ____ day of November, 2006, by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.
