0001193125-18-047286 Sample Contracts

Subscription Agent Agreement Between The GDL Fund and Computershare Trust Company, N.A. and Computershare Inc.
Subscription Agent Agreement • February 15th, 2018 • GDL Fund • New York

THIS SUBSCRIPTION AGENT AGREEMENT (the “Agreement”) is entered into as of this 14th day of February 2018 (the “Effective Date”) by and among The GDL Fund, a company organized and existing under the laws of the State of Delaware (the “Company”), and Computershare Trust Company, N.A., a national banking association (“Trust Company”), and Computershare Inc., a Delaware corporation (“Computershare” and, collectively with Trust Company, the “Agent”).

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FORM OF ADDENDUM TO TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENT
Transfer Agency and Registrar Services Agreement • February 15th, 2018 • GDL Fund

This Addendum (this “Addendum”), is made as of February [ ], 2018, by and between The GDL Fund, a Delaware statutory trust (the “Company”) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (“AST”).

MORROW SODALI January 16, 2018 The GDL Fund One Corporate Center Rye, NY 10580-1422
GDL Fund • February 15th, 2018

This letter will serve as the agreement under which you will retain Morrow Sodali LLC (“Morrow” or “us”) to perform search and distribution services in connection with the Rights Offering by The GDL Fund to its holders of the Fund’s existing Preferred Stock (“the Offer”).

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