Opinion
on the Financial Statements
We
have audited the accompanying statement of assets and liabilities of The GDL Fund (the “Fund”), including the schedule
of investments, as of December 31, 2021, and the related statements of operations and cash flows for the year then ended, the
statements of changes in net assets attributable to common shareholders for each of the two years in the period then ended, the
financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the
“financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial
position of the Fund at December 31, 2021, the results of its operations and its cash flows for the year then ended, the changes
in its net assets attributable to common shareholders for each of the two years in the period then ended and its financial highlights
for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.
Basis
for Opinion
These
financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the
Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of the Fund’s internal control over
financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting
but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as
of December 31, 2021, by correspondence with the custodians and brokers or by other appropriate auditing procedures where replies
from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide
a reasonable basis for our opinion.
We
have served as the auditor of one or more Gabelli/GAMCO Funds investment companies since 1992.
Philadelphia,
Pennsylvania
February
28, 2022
The
GDL Fund
Additional Fund Information (Unaudited)
The
following includes information that is incorporated by reference in the Fund’s Registration Statement and is also a summary
of certain changes during the most recent fiscal year ended December 31, 2021. This information may not reflect all of the changes
that have occurred since you purchased shares of the Fund.
During
the Fund’s most recent fiscal year, there were no material changes to the Fund’s investment objectives or policies
that have not been approved by shareholders or in the principal risk factors associated with an investment in the Fund.
SUMMARY
OF FUND EXPENSES
The
following tables are intended to assist you in understanding the various costs and expenses directly or indirectly associated
with investing in our common shares as a percentage of net assets attributable to common shares. The table is based on the capital
structure of the Fund as of December 31, 2021.
| Shareholder Transaction
Expenses |
|
| Sales Load (as a percentage of offering
price) |
-% (a) |
Offering Expenses Borne by the Fund
(as a percentage of offering price) |
-% (a) |
Dividend Reinvestment and Voluntary
Cash Purchase Plan
Fees |
$1.00
(b) |
| Purchase Transactions |
- |
| One-time Fee for Deposit of Share
Certificates |
- |
| Annual
Expenses |
Percentages
of Net Assets
Attributable to Common Shares |
| Management Fees |
1.41% (c)(d) |
| Base Fee |
0.62% |
| Performance Fee |
0.79% |
| Interest Expense |
0.95% (e) |
| Other Expenses |
0.60% (f) |
| Total Annual Expenses |
2.96% |
| Dividends on Preferred Shares |
0.00% |
| Total Annual Expenses and Dividends on Preferred |
2.96% (b)(c) |
| (a) | If
common shares are sold to or through underwriters or deal managers, a prospectus or prospectus
supplement will set forth any applicable sales load and the estimated offering expenses
borne by the Fund. |
| (b) | Shareholders
participating in the Fund’s Automatic Dividend Reinvestment Plan do not incur any additional
fees. Shareholders participating in the Voluntary Cash Purchase Plan would pay their
pro rata share of brokerage commissions for transactions to purchase shares and $1.00
plus their pro rata share of brokerage commissions per transaction to sell shares. |
| (c) | The
base fee rate charged by the Investment Adviser is an annual rate of 0.50% of the Fund’s
average weekly managed assets payable monthly in arrears. In addition, the Investment
Adviser will be entitled to receive an annual performance fee as of the end of each calendar
year described below. The Fund’s |
The
GDL Fund
Additional
Fund Information (Continued) (Unaudited)
managed
assets includes all of the assets of the Fund without deduction for borrowings, repurchase transactions and other leveraging techniques,
the liquidation value of any outstanding preferred shares or other liabilities except for certain ordinary course expenses. Consequently,
since the Fund has preferred shares outstanding, the investment management fees and other expenses as a percentage of net assets
attributable to common shares may be higher than if the Fund does not utilize a leveraged capital structure.
| (d) | Based
on year ended December 31, 2021. In addition to the base fee, the Investment Adviser
will be entitled to receive an annual performance fee as of the end of each calendar
year if the total return of the Fund on its common shares during the calendar year in
question exceeds the total return of an index of three-month U.S. Treasury bills (the
“T-Bill Index”) during the same period. If the Fund’s total return for the
calendar year equals the total return of the T-Bill Index for the same period plus 3.0
percentage points (300 basis points), the Investment Adviser will receive a performance
fee of 0.75% of the Fund’s average weekly managed assets during the calendar year measurement
period for the Fund’s fulcrum fee. This performance fee will be increased by 0.01 percentage
point (one basis point) for each 0.04 percentage point (four basis points) by which the
Fund’s total return during the period exceeds the T-Bill Index total return plus 3.0
percentage points (300 basis points), up to a maximum performance fee of 1.50% if the
excess performance over the T-Bill Index is 6.0 percentage points (600 basis points)
or greater and will be decreased at the same rate for the amount by which the Fund’s
total return during the period is less than the T-Bill Index total return plus 3.0 percentage
points (300 basis points), until no performance fee is payable if the Fund’s total return
is less than or equal to the T-Bill Index total return. Under the performance fee arrangement,
the annual rate of the total fees paid to the Investment Adviser can range from 0.50%
to 2.00% of the Fund’s average weekly managed assets. |
| (e) | The
Series C Preferred Shares have a mandatory redemption date of March 26, 2025. Therefore,
for financial reporting purposes only, the dividends paid on the Series C Preferred Shares
are included as a component of “Interest Expense.” |
| (f) | “Other
Expenses” are based on the Fund’s fiscal year ended December 31, 2021. |
For
a more complete description of the various costs and expenses a common shareholder would bear in connection with the issuance
and ongoing maintenance of any preferred shares or notes issued by the Fund, see “Risk Factors and Special Considerations—Special
Risks to Holders of Common Shares—Leverage Risk.”
The
following example illustrates the expenses you would pay on a $1,000 investment in common shares, assuming a 5% annual portfolio
total return.* The actual amounts in connection with any offering will be set forth in the Prospectus Supplement if applicable.
| |
1 Year |
|
3 Year |
|
5 Year |
|
10 Year |
| Total
Expenses Incurred |
$30 |
|
$91 |
|
$155 |
|
$328 |
| * | The
example should not be considered a representation of future expenses. The example is
based on total Annual Expenses and Dividends on Preferred Shares shown in the table above
and assumes that the amounts set forth in the table do not change and that all distributions
are reinvested at net asset value. Actual expenses may be greater or less than those
assumed. Moreover, the Fund’s actual rate of return may be greater or less than
the hypothetical 5% return shown in the example. |
The
GDL Fund
Additional
Fund Information (Continued) (Unaudited)
The
example includes Dividends on Preferred Shares. If Dividends on Preferred Shares were not included in the example calculation,
the expenses for the 1-, 3-, 5- and 10-year periods in the table above would be as follows (based on the same assumptions as above):
$20, $63, $108, and $234.
The
GDL Fund is a diversified closed-end management investment company organized as a Delaware statutory trust on October 17, 2006,
and registered under the 1940 Act. Investment operations commenced on January 31, 2007. The Fund’s common shares are listed on
the New York Stock Exchange (the “NYSE”) under the symbol “GDL” and the Fund’s Series C Preferred Shares are
listed on the NYSE under the symbol “GDL Pr C.”
The
following table sets forth for the quarters indicated, the high and low sale prices on the NYSE American per share of our common
shares and the net asset value and the premium or discount from net asset value per share at which the common shares were trading,
expressed as a percentage of net asset value, at each of the high and low sale prices provided.
| |
|
Common
Share
Market Price |
|
Corresponding
Net Asset
Value
(“NAV”) Per
Share |
|
Corresponding
Premium or
Discount as a %
of NAV |
| Quarter
Ended |
|
High |
|
Low |
|
High |
|
Low |
|
High |
|
Low |
| March 31, 2020 |
|
$9.50 |
|
$5.75 |
|
$11.19 |
|
$8.57 |
|
(15.10)% |
|
(32.91)% |
| June 30, 2020 |
|
$8.53 |
|
$7.52 |
|
$10.67 |
|
$9.73 |
|
(20.05)% |
|
(22.71)% |
| September 30, 2020 |
|
$8.56 |
|
$8.20 |
|
$10.72 |
|
$10.52 |
|
(20.14)% |
|
(22.05)% |
| December 31, 2020 |
|
$8.84 |
|
$8.31 |
|
$10.74 |
|
$10.71 |
|
(17.69)% |
|
(22.40)% |
| March 31, 2021 |
|
$9.04 |
|
$8.70 |
|
$10.78 |
|
$10.81 |
|
(16.14)% |
|
(19.51)% |
| June 30, 2021 |
|
$9.09 |
|
$8.91 |
|
$10.89 |
|
$10.84 |
|
(16.52)% |
|
(17.80)% |
| September 30, 2021 |
|
$9.13 |
|
$8.93 |
|
$10.67 |
|
$10.70 |
|
(14.43)% |
|
(16.54)% |
| December 31, 2021 |
|
$9.03 |
|
$8.82 |
|
$10.64 |
|
$10.41 |
|
(15.13)% |
|
(15.27)% |
The
last reported price for our common shares on December 31, 2021 was $8.93 per share. As of December 31, 2021, the net asset value
per share of the Fund’s common shares was $10.55. Accordingly, the Fund’s common shares traded at a discount to net asset value
of 15.4% on December 31, 2021.
Unresolved
SEC Staff Comments
The
Fund does not believe that there are any material unresolved written comments, received 180 days or more before December 31, 2021
from the Staff of the SEC regarding any of the Fund’s periodic or current reports under the Securities Exchange Act of 1934
or the Investment Company Act of 1940, or its registration statement.
The
GDL Fund
Additional
Fund Information (Continued) (Unaudited)
Financial
Highlights
Selected
data for a common share of beneficial interest outstanding throughout each year:
| | |
Year Ended December 31, | |
| | |
2016 | | 2015 | | 2014 | | 2013 | | 2012 | |
| Operating
Performance: | |
|
| | | |
| | | |
| | | |
| | | |
| | |
| Net
asset value, beginning of year | |
|
$ | 11.93 | | |
$ | 12.10 | | |
$ | 12.78 | | |
$ | 13.26 | | |
$ | 13.94 | |
| Net investment
loss | |
|
| (0.36 | ) | |
| (0.44 | ) | |
| (0.26 | ) | |
| (0.33 | ) | |
| (0.46 | ) |
| Net realized and
unrealized gain on investments, securities sold short, swap contracts, written options, and foreign currency transactions | |
|
| 0.84 | | |
| 0.85 | | |
| 0.33 | | |
| 1.13 | | |
| 1.06 | |
| Total from investment
operations | |
|
| 0.48 | | |
| 0.41 | | |
| 0.07 | | |
| 0.80 | | |
| 0.60 | |
| Distributions
to Common Shareholders: | |
|
| | | |
| | | |
| | | |
| | | |
| | |
| Net investment
income | |
|
| — | | |
| — | | |
| (0.06 | ) | |
| — | | |
| (0.08 | ) |
| Net realized gain | |
|
| (0.59 | ) | |
| (0.56 | ) | |
| (0.53 | ) | |
| (0.28 | ) | |
| — | |
| Return of capital | |
|
| (0.05 | ) | |
| (0.08 | ) | |
| (0.21 | ) | |
| (1.00 | ) | |
| (1.20 | ) |
| Total distributions
to common shareholders | |
|
| (0.64 | ) | |
| (0.64 | ) | |
| (0.80 | ) | |
| (1.28 | ) | |
| (1.28 | ) |
| Common Share Transactions: | |
|
| | | |
| | | |
| | | |
| | | |
| | |
| Increase in net
asset value from repurchase of common shares | |
|
| 0.11 | | |
| 0.06 | | |
| 0.05 | | |
| 0.00 | (a) | |
| 0.00 | (a) |
| Net
Asset Value, End of Year | |
|
$ | 11.88 | | |
$ | 11.93 | | |
$ | 12.10 | | |
$ | 12.78 | | |
$ | 13.26 | |
| NAV total return
† | |
|
| 5.09 | % | |
| 3.95 | % | |
| 0.94 | % | |
| 6.31 | % | |
| 4.44 | % |
| Market value, end
of year | |
|
$ | 9.84 | | |
$ | 10.01 | | |
$ | 10.23 | | |
$ | 11.02 | | |
$ | 11.42 | |
| Investment total
return †† | |
|
| 4.79 | % | |
| 4.12 | % | |
| (0.07 | )% | |
| 7.79 | % | |
| 7.67 | % |
| | |
|
| | | |
| | | |
| | | |
| | | |
| | |
| Ratios
to Average Net Assets and Supplemental Data: | |
|
| | | |
| | | |
| | | |
| | | |
| | |
| Net assets including
liquidation value of preferred shares, end of year (in 000’S) | |
|
$ | 347,980 | | |
$ | 364,160 | | |
$ | 381,126 | | |
$ | 404,984 | | |
$ | 422,956 | |
| Net assets attributable
to common shares, end of year (in 000’s) | |
|
$ | 216,779 | | |
$ | 232,959 | | |
$ | 244,894 | | |
$ | 268,751 | | |
$ | 278,968 | |
| Ratio of net investment
loss to average net assets attributable to common shares including interest and offering costs(b) | |
|
| (2.94 | )% | |
| (2.75 | )% | |
| (1.38 | )% | |
| (2.50 | )% | |
| (3.33 | )% |
| Ratio of operating
expenses excluding the effect of dividends and service fees on securities sold short to average net assets attributable to
common shares(c)(d) | |
|
| 4.72 | %(e) | |
| 4.23 | %(e) | |
| 2.99 | % | |
| 4.76 | % | |
| 4.58 | % |
| Portfolio turnover
rate | |
|
| 284 | % | |
| 268 | % | |
| 315 | % | |
| 319 | % | |
| 335 | % |
| Series
B Cumulative Preferred Shares (f) | |
|
| | | |
| | | |
| | | |
| | | |
| | |
| Liquidation value,
end of year (in 000’s) | |
|
$ | 131,201 | | |
$ | 131,201 | | |
$ | 136,232 | | |
$ | 136,232 | | |
$ | 143,988 | |
| Total shares outstanding
(in 000’s) | |
|
| 2,624 | | |
| 2,624 | | |
| 2,725 | | |
| 2,725 | | |
| 2,880 | |
| Liquidation preference
per share | |
|
$ | 50.00 | | |
$ | 50.00 | | |
$ | 50.00 | | |
$ | 50.00 | | |
$ | 50.00 | |
| Average market
value(g) | |
|
$ | 50.51 | | |
$ | 50.30 | | |
$ | 50.36 | | |
$ | 50.41 | | |
$ | 50.63 | |
| Asset coverage
per share | |
|
$ | 132.61 | | |
$ | 138.78 | | |
$ | 139.88 | | |
$ | 148.64 | | |
$ | 146.87 | |
| Asset
coverage | |
|
| 265 | % | |
| 278 | % | |
| 280 | % | |
| 297 | % | |
| 294 | % |
| † | Based
on net asset value per share, adjusted for reinvestment of distributions at prices at
the net asset value per share on the ex-dividend dates. |
| †† | Based
on market value per share, adjusted for reinvestment of distributions at prices obtained
under the Fund’s dividend reinvestment plan. |
| (a) | Amount
represents less than $0.005 per share. |
| (b) | The
Fund incurred interest expense during all periods presented. Interest expense on Preferred
Shares relate to the $50 Series B Preferred Shares through December 31, 2016 (see Footnotes
2 and 5). |
| (c) | Ratio
of operating expenses including interest, dividends and service fees on securities sold
short, and offering costs to average net assets attributable to common shares for the
years ended December 31, 2016, 2015, 2014, 2013, and 2012 would have been 4.84%, 4.43%,
3.07%, 4.80%, and 4.66%, respectively. |
| (d) | Ratio
of operating expenses excluding interest, dividends and service fees on securities sold
short, and offering costs to average net assets attributable to common shares for the
years ended December 31, 2016, 2015, 2014, 2013, and 2012, would have been 2.92%, 2.87%,
1.35%, 3.22%, and 2.58%, respectively. |
| (e) | The
Fund received credits from a designated broker who agreed to pay certain Fund operating
expenses. For the years ended December 31, 2016 and 2015, there was no impact on the
expense ratios. |
| (f) | Series
B Cumulative Preferred Shares were first issued on April 15, 2011. |
| (g) | Based
on weekly prices. |
The
GDL Fund
Additional
Fund Information (Continued) (Unaudited)
CHANGES
OCCURRING DURING THE PRIOR FISCAL PERIOD
The
following information is a summary of certain changes during the most recent fiscal year ended December 31, 2021. This information
may not reflect all of the changes that have occurred since you purchased shares of the Fund.
During
the Fund’s most recent fiscal year, there were no material changes to the Fund’s investment objectives or policies
that have not been approved by shareholders or in the principal risk factors associated with an investment in the Fund.
INVESTMENT
OBJECTIVES AND POLICIES
Investment
Objectives and Policies
The
Fund's investment objective is to achieve absolute returns in various market conditions without excessive risk of capital. Absolute
returns are defined as positive total returns, regardless of the direction of securities markets. To achieve its investment objective,
the Fund, under normal market conditions, will invest primarily in securities of companies (both domestic and foreign) involved
in publicly announced mergers, takeovers, tender offers and leveraged buyouts (i.e., merger arbitrage transitions) and, to a lesser
extent, in corporate reorganizations involving stubs, spin-offs and liquidations. The key determinants of the profitability of
a merger arbitrage transaction are the probability that the deal will close, the length of time to closing, the likelihood that
the deal price will be increased or decreased and the level of short term interest rates.
Merger
arbitrage is a highly specialized investment approach generally designed to profit from the successful completion of proposed
mergers, takeovers, tender offers and leveraged buyouts. Broadly speaking, an investor purchases the stock of a company in the
process of being acquired by another company in anticipation of capturing the spread between the current market price and the
acquisition price. A "stub" refers to a small stake in a target company division or subsidiary that is not purchased
by an acquirer in a merger, takeover or leveraged buyout. The arbitrageur may buy the stub, and if the acquiring company is successful
in boosting the target company's appeal, the shares will benefit from a boost in price and the arbitrageur will profit. A spin-off
occurs when an independent company is created from an existing part of another company through a distribution of new shares. An
arbitrageur may benefit from the share price differential in the same manner as in traditional merger arbitrage if, upon completion
of the spin-off, the separate securities trade for more in the aggregate than the former single security. Finally, when a company
makes the decision to liquidate, or sell all of its assets, it is often worth more in liquidation than as an ongoing entity. An
arbitrageur benefits when the company is able to distribute more than the price at which the stock is trading at the time the
arbitrageur acquires its position.
In
order to minimize market exposure and volatility of such merger arbitrage strategies, the Fund may utilize hedging strategies,
such as short selling and the use of options, futures, swaps, forward foreign exchange contracts and other derivatives. The Fund
expects that it will invest in these types of instruments primarily for hedging and risk management purposes. The Fund may also
invest in derivative instruments for the purposes of increasing the income of the Fund, hedging against changes in the value of
its portfolio securities and in the value of securities it intends to purchase, or hedging against a specific transaction with
respect to either the currency in which the transaction is denominated or another currency. There is no specific limit on the
proportion
The
GDL Fund
Additional
Fund Information (Continued) (Unaudited)
of
its assets that the Fund may use to invest in derivatives and conduct short sales in connection with its investments in corporate
transactions and reorganizations.
Under
normal market conditions, the Fund will invest at least 80% of its assets in securities or hedging arrangements relating to companies
involved in corporate transactions or reorganizations, giving rise to the possibility of realizing gains upon or within relatively
short periods of time after the completion of such transactions, or reorganizations. This policy is not fundamental and may be
changed by the Fund with notice of not less than 60 days to its shareholders. Securities in which the Fund may invest include
both equity securities (e.g., common stocks and preferred stocks) and fixed-income securities. The Fund may make unlimited investments
in securities rated below investment grade by recognized statistical rating agencies or unrated securities of comparable quality,
including securities of issuers in default, which are likely to have the lowest rating. However, the Fund does not expect these
investments to exceed 10% of its total assets. These securities, which may be preferred shares or debt, are predominantly speculative
and involve major risk exposure to adverse conditions. Securities that are rated lower than "BBB" by S&P, or lower
than "Baa" by Moody's or unrated securities considered by the Investment Adviser to be of comparable quality, are commonly
referred to as "junk bonds" or "high yield" securities. The Fund may also invest up to 15% of its assets in
securities for which there is no readily available trading market or are otherwise illiquid. Illiquid securities include securities
legally restricted as to resale, such as commercial paper issued pursuant to Section 4(a)(2) of the Securities Act of 1933 (the
"Securities Act") and securities eligible for resale pursuant to Rule 144A thereunder. Section 4(a)(2) and Rule 144A
securities may, however, be treated as liquid by the Investment Adviser pursuant to procedures adopted by the Board, which require
consideration of factors such as trading activity, availability of market quotations and number of dealers willing to purchase
the security.
In
applying the Fund's investment policies, the Investment Adviser considers normal market conditions to exist when there are a substantial
number of corporate transactions or reorganizations that, in the Investment Adviser's judgment, have an attractive investment
profile. Depending upon the level of merger activity and other economic and market conditions, and the availability of corporate
transactions or reorganizations that, in the Investment Adviser's judgment, have an attractive investment profile, the Fund may
invest a substantial portion of its assets in other securities, including money market instruments such as U.S. Treasury bills
and other short term obligations of the U.S. Government, its agencies or instrumentalities; shares of one or more money market
funds managed by the Investment Adviser or unaffiliated managers; negotiable bank certificates of deposit; prime commercial paper;
and repurchase agreements with respect to the above securities. During periods in which a substantial portion of the Fund's assets
are invested in other securities, it is less likely that the Fund will achieve its investment objective or an attractive rate
of return.
The
Fund may invest without limitation in the securities of foreign and domestic issuers. The Fund's investment strategy is to invest
in merger arbitrage transactions and corporate reorganizations throughout the world. To the extent that the majority of mergers,
takeovers, tender offers and leveraged buyouts and corporate reorganizations are concentrated in any given geographic region,
such as Europe, North America or Asia, a relatively high proportion of the Fund's assets may be invested in that particular region.
No
assurances can be given that the Fund's objective will be achieved. Neither the Fund's investment objective nor, except as expressly
stated herein, any of its policies are fundamental, and each may be modified by the Board without shareholder approval. The percentage
and ratings limitations stated herein apply only at the time
The
GDL Fund
Additional
Fund Information (Continued) (Unaudited)
of
investment and are not considered violated as a result of subsequent changes to the value, or downgrades to the ratings, of the
Fund's portfolio investments.
Gabelli
Funds, LLC, a New York limited liability company, with offices at One Corporate Center, Rye, New York 10580-1422, serves as the
investment adviser to the Fund.
Investment
Methodology of the Fund
In
selecting transactions in which the Fund will invest, the Investment Adviser normally considers the following factors, among others:
| ● | the
probability that the targeted acquisition or other transaction will close; |
| ● | the
length of time to closing; |
| ● | the
credibility, strategic motivation and financial resources of the participants; |
| ● | the
liquidity of the securities involved in the transaction; |
| ● | the
issuer's free cash flow and long term earnings trends; |
| ● | the
likelihood of an overbid; and |
| ● | the
presence of a catalyst: something indigenous to the issuer, its industry, or country
to surface additional value. |
The
Investment Adviser believes that blending traditional merger arbitrage for announced deals with strategies that focus on stubs,
spin-offs and liquidations will produce absolute returns in excess of short term interest rates with less volatility than the
returns typically associated with equity investing. A systematic and disciplined arbitrage program may produce attractive rates
of return even in flat or down markets.
Certain
Investment Practices
Merger
Arbitrage. Merger arbitrage is a highly specialized investment approach generally designed to profit from the successful
completion of proposed mergers, takeovers, tender offers and leveraged buyouts. Although a variety of strategies may be employed
depending upon the nature of the reorganizations selected for investment, the most common merger arbitrage activity involves purchasing
the shares of an announced acquisition target at a discount to their expected value upon completion of the acquisition. Although
investors can utilize merger arbitrage techniques with respect to companies the investor believes may soon become subject to a
merger proposal or negotiated transaction, the Fund intends to invest primarily in publicly announced transactions.
In
general, securities which are the subject of such an offer or proposal sell at a premium to their historic market price immediately
prior to the announcement of the offer but at a discount to what the stated or appraised value of the securities would be if the
contemplated transaction were completed. Investments in these securities may be advantageous when the discount overstates the
risk of the contingencies involved; undervalues the securities, assets or cash to be received by shareholders of the prospective
portfolio company as a result of the contemplated transaction; or fails adequately to recognize the possibility that the offer
or proposal may be replaced or superseded by an offer or proposal of greater value. The evaluation of such contingencies requires
unusually broad knowledge and experience on the part of the Investment Adviser, which must appraise not only the value of the
issuer and its component businesses as well as the assets or securities to be received as a result of the contemplated transaction,
but also the financial resources and business motivation of the
The
GDL Fund
Additional
Fund Information (Continued) (Unaudited)
offering
party and/or the dynamics and business climate when the offer or proposal is in process. Since such investments are ordinarily
short term in nature, they will tend to increase the portfolio turnover ratio of the Fund (which may exceed 300%), thereby increasing
its brokerage and other transaction expenses. The Investment Adviser intends to select investments of this type which, in its
view, have reasonable prospects of capital appreciation which are significant in relation to both the risk involved and the potential
of available alternative investments.
Foreign
Securities. The Fund may invest, without limit, in the equity securities of companies located outside the United States,
which are generally denominated in foreign currencies.
The
Investment Adviser believes that investing in foreign securities offers both enhanced investment opportunities and additional
risks beyond those present in U.S. securities. Investing in foreign securities may provide increased diversification by adding
securities from various foreign countries (i) that offer different investment opportunities, (ii) that generally are affected
by different economic trends and (iii) whose stock markets may not be correlated with U.S. markets. At the same time, these opportunities
and trends involve risks that may not be encountered in U.S. investments.
The
following considerations comprise both risks and opportunities not typically associated with investing in U.S. securities:
fluctuations in exchange rates of foreign currencies; possible imposition of exchange control regulations or currency
restrictions that would prevent cash from being brought back to the United States; less public information with respect to
issuers of securities; less government supervision of stock exchanges, securities brokers and issuers of securities; lack of
uniform accounting, auditing and financial reporting standards; lack of uniform settlement periods and trading practices;
less liquidity and frequently greater price volatility in foreign markets than in the United States; possible imposition of
foreign taxes; the possibility of expropriation or confiscatory taxation, seizure or nationalization of foreign bank deposits
or other assets; the adoption of foreign government restrictions and other adverse political, social or diplomatic
developments that could affect investment; sometimes less advantageous legal, operational and financial protections
applicable to foreign sub-custodial arrangements; and the historically lower level of responsiveness of foreign management to
shareholder concerns (such as dividends and return on investment).
The
Fund may purchase sponsored American Depository Receipts ("ADRs") or U.S. dollar denominated securities of foreign issuers,
which will be considered foreign securities for purposes of the Fund's investment policies. ADRs are receipts issued by U.S. banks
or trust companies in respect of securities of foreign issuers held on deposit for use in the U.S. securities markets. See "Risk
Factors and Special Considerations—General Risks—Foreign Securities."
Emerging
Market Countries. The risks described above for foreign securities, including the risks of nationalization and expropriation
of assets, are typically increased to the extent that the Fund invests in companies headquartered in developing, or emerging market,
countries. Investments in securities of companies headquartered in such countries may be considered speculative and subject to
certain special risks. The political and economic structures in many of these countries may be in their infancy and developing
rapidly, and such countries may lack the social, political and economic characteristics of more developed countries.
Certain
of these countries have in the past failed to recognize private property rights and have at times nationalized and expropriated
the assets of private companies. Some countries have inhibited the conversion
The
GDL Fund
Additional
Fund Information (Continued) (Unaudited)
of
their currency to another. The currencies of certain emerging market countries have experienced devaluation relative to the U.S.
dollar, and future devaluations may adversely affect the value of the Fund's assets denominated in such currencies. Some emerging
market countries have experienced substantial rates of inflation for many years. Continued inflation may adversely affect the
economies and securities markets of such countries. In addition, unanticipated political or social developments may affect the
value of the Fund's investments in these countries and the availability of the Fund of additional investments in these countries.
The small size, limited trading volume and relative inexperience of the securities markets in these countries may make the Fund's
investments in such countries illiquid and more volatile than investments in more developed countries, and the Fund may be required
to establish special custodial or other arrangements before making investments in these countries. There may be little financial
or accounting information available with respect to companies located in these countries, and it may be difficult as a result
to assess the value or prospects of an investment in such companies.
Equity
Securities. The Fund invests in equity securities (such as common stock and preferred stock).
Common
stocks represent the residual ownership interest in the issuer and holders of common stock are entitled to the income and increase
in the value of the assets and business of the issuer after all of its debt obligations and obligations to preferred shareholders
are satisfied. Common stocks generally have voting rights. Common stocks fluctuate in price in response to many factors including
historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor
perceptions and market liquidity.
Equity
securities also include preferred stock (whether or not convertible into common stock) and debt securities convertible into or
exchangeable for common or preferred stock. Preferred stock has a preference over common stock in liquidation (and generally dividends
as well) but is subordinated to the liabilities of the issuer in all respects. As a general rule the market value of preferred
stock with a fixed dividend rate and no conversion element varies inversely with interest rates and perceived credit risk, while
the market price of convertible preferred stock generally also reflects some element of conversion value. Because preferred stock
is junior to debt securities and other obligations of the issuer, deterioration in the credit quality of the issuer will cause
greater changes in the value of a preferred stock than in a more senior debt security with similarly stated yield characteristics.
The market value of preferred stock will also generally reflect whether (and if so when) the issuer may force holders to sell
their preferred stock back to the issuer and whether (and if so when) the holders may force the issuer to buy back their preferred
stock. Generally speaking, the right of the issuer to repurchase the preferred stock tends to reduce any premium at which the
preferred stock might otherwise trade due to interest rate or credit factors, while the right of the holders to require the issuer
to repurchase the preferred stock tends to reduce any discount at which the preferred stock might otherwise trade due to interest
rate or credit factors. In addition, some preferred stocks are non-cumulative, meaning that the dividends do not accumulate and
need not ever be paid. A portion of the portfolio may include investments in non-cumulative preferred stocks, whereby the issuer
does not have an obligation to make up any arrearages to its shareholders. There is no assurance that dividends or distributions
on non-cumulative preferred stocks in which the Fund invests will be declared or otherwise made payable.
Securities
that are convertible into or exchangeable for preferred or common stock are liabilities of the issuer but are generally subordinated
to more senior elements of the issuer's balance sheet. Although such securities also generally reflect an element of conversion
value, their market value also varies with interest rates and perceived
The
GDL Fund
Additional
Fund Information (Continued) (Unaudited)
credit
risk. Many convertible securities are not investment grade, that is, not rated "BBB" or better by S&P or "Baa"
or better by Moody's or considered by the Investment Adviser to be of similar quality. Preferred stocks and convertible securities
may have many of the same characteristics and risks as nonconvertible debt securities. See "Risk Factors and Special Considerations—General
Risks—Non-Investment Grade Securities."
Fixed
Income Securities. Fixed income securities include securities such as bonds, debentures, notes, preferred stock, short
term discounted U.S. Treasury Bills or certain securities of the U.S. government sponsored instrumentalities, as well as money
market open-end funds that invest in those securities, which, in the absence of an applicable exemptive order, will not be affiliated
with the Investment Adviser. Fixed income securities obligate the issuer to pay to the holder of the security a specified return,
which may be either fixed or reset periodically in accordance with the terms of the security. Fixed income securities generally
are senior to an issuer's common stock and their holders generally are entitled to receive amounts due before any distributions
are made to common shareholders. Common stocks, on the other hand, generally do not obligate an issuer to make periodic distributions
to holders.
The
market value of fixed income securities, especially those that provide a fixed rate of return, may be expected to rise and fall
inversely with interest rates and in general is affected by the credit rating of the issuer, the issuer's performance and perceptions
of the issuer in the market place. The market value of callable or redeemable fixed income securities may also be affected by
the issuer's call and redemption rights. In addition, it is possible that the issuer of fixed income securities may not be able
to meet its interest or principal obligations to holders. Further, holders of non-convertible fixed income securities do not participate
in any capital appreciation of the issuer.
The
Fund may also invest in obligations of government sponsored instrumentalities. Unlike non-U.S. government securities, obligations
of certain agencies and instrumentalities of the U.S. government, such as the Government National Mortgage Association, are supported
by the "full faith and credit" of the U.S. government; others, such as those of the Export-Import Bank of the U.S.,
are supported by the right of the issuer to borrow from the U.S. Treasury; others, such as those of the Federal National Mortgage
Association, are supported by the discretionary authority of the U.S. government to purchase the agency's obligations; and still
others, such as those of the Student Loan Marketing Association, are supported only by the credit of the instrumentality. No assurance
can be given that the U.S. government would provide financial support to U.S. government sponsored instrumentalities if it is
not obligated to do so by law.
Non-Investment
Grade Securities. The Fund may make unlimited investments in securities rated below investment grade by recognized statistical
rating agencies or unrated securities of comparable quality, including securities of issuers in default, which are likely to have
the lowest rating. However, the Fund does not expect these investments to exceed 10% of its total assets. These securities, which
may be preferred shares or debt, are predominantly speculative and involve major risk exposure to adverse conditions. Securities
that are rated lower than "BBB" by S&P, or lower than "Baa" by Moody's or unrated securities considered
by the Investment Adviser to be of comparable quality, are commonly referred to in the financial press as "junk bonds"
or "high yield" securities.
Generally,
such non-investment grade securities and unrated securities of comparable quality offer a higher current yield than is offered
by higher rated securities, but also (i) will likely have some quality and protective
The
GDL Fund
Additional
Fund Information (Continued) (Unaudited)
characteristics
that, in the judgment of the rating organizations, are outweighed by large uncertainties or major risk exposures to adverse conditions
and (ii) are predominantly speculative with respect to the issuer's capacity to pay interest and repay principal in accordance
with the terms of the obligation. The market values of certain of these securities also tend to be more sensitive to individual
corporate developments and changes in economic conditions than higher quality securities. In addition, such non-investment grade
securities generally present a higher degree of credit risk. The risk of loss due to default by these issuers is significantly
greater because such non-investment grade securities and unrated securities of comparable quality generally are unsecured and
frequently are subordinated to the prior payment of senior indebtedness. In light of these risks, the Investment Adviser, in evaluating
the creditworthiness of an issue, whether rated or unrated, will take various factors into consideration, which may include, as
applicable, the issuer's operating history, financial resources and its sensitivity to economic conditions and trends, the market
support for the facility financed by the issue, the perceived ability and integrity of the issuer's management and regulatory
matters.
In
addition, the market value of non-investment grade securities is more volatile than that of higher quality securities, and the
markets in which such non-investment grade or unrated securities are traded are more limited than those in which higher rated
securities are traded. The existence of limited markets may make it more difficult for the Fund to obtain accurate market quotations
for purposes of valuing its portfolio and calculating its net asset value. Moreover, the lack of a liquid trading market may restrict
the availability of securities for the Fund to purchase and may also have the effect of limiting the ability of the Fund to sell
securities at their fair value in order to respond to changes in the economy or the financial markets.
Non-investment
grade securities and unrated securities of comparable quality also present risks based on payment expectations. If an issuer calls
the obligation for redemption (often a feature of fixed-income securities), the Fund may have to replace the security with a lower
yielding security, resulting in a decreased return for investors. Also, as the principal value of nonconvertible bonds and preferred
stocks moves inversely with movements in interest rates, in the event of rising interest rates the value of the securities held
by the Fund may decline proportionately more than a portfolio consisting of higher rated securities. Investments in zero coupon
bonds may be more speculative and subject to greater fluctuations in value due to changes in interest rates than bonds that pay
interest currently. Interest rates are at historical lows and there have been recent inflationary price movements; therefore it
is likely that interest rates will rise in the future.
The
Fund may purchase securities of companies that are experiencing significant financial or business difficulties, including companies
involved in bankruptcy or other reorganization and liquidation proceedings. Although such investments may result in significant
financial returns to the Fund, they involve a substantial degree of risk. The level of analytical sophistication, both financial
and legal, necessary for successful investments in issuers experiencing significant business and financial difficulties is unusually
high. There can be no assurance that the Fund will correctly evaluate the value of the assets collateralizing its investments
or the prospects for a successful reorganization or similar action. In any reorganization or liquidation proceeding relating to
a portfolio investment, the Fund may lose all or part of its investment or may be required to accept collateral with a value less
than the amount of the Fund's initial investment.
As
part of its investments in non-investment grade securities, the Fund may invest in securities of issuers in default. The Fund
will make an investment in securities of issuers in default only when the Investment Adviser believes that such issuers will honor
their obligations or emerge from bankruptcy protection and the value of
The
GDL Fund
Additional
Fund Information (Continued) (Unaudited)
these
securities will appreciate. By investing in securities of issuers in default, the Fund bears the risk that these issuers will
not continue to honor their obligations or emerge from bankruptcy protection or that the value of the securities will not otherwise
appreciate.
In
addition to using recognized rating agencies and other sources, the Investment Adviser also performs its own analysis of issues
in seeking investments that it believes to be underrated (and thus higher yielding) in light of the financial condition of the
issuer. Its analysis of issuers may include, among other things, current and anticipated cash flow and borrowing requirements,
value of assets in relation to historical cost, strength of management, responsiveness to business conditions, credit standing
and current anticipated results of operations. In selecting investments for the Fund, the Investment Adviser may also consider
general business conditions, anticipated changes in interest rates and the outlook for specific industries.
Subsequent
to its purchase by the Fund, an issue of securities may cease to be rated or its rating may be reduced. In addition, it is possible
that statistical rating agencies may change their ratings of a particular issue to reflect subsequent events. Moreover, such ratings
do not assess the risk of a decline in market value. None of these events will require the sale of the securities by the Fund,
although the Investment Adviser will consider these events in determining whether the Fund should continue to hold the securities.
Fixed
income securities, including non-investment grade securities, frequently have call or buy-back features that permit their issuers
to call or repurchase the securities from their holders, such as the Fund. If an issuer exercises these rights during periods
of declining interest rates, the Fund may have to replace the security with a lower yielding security, thus resulting in a decreased
return for the Fund.
The
market for non-investment grade and comparable unrated securities has experienced periods of significantly adverse price and liquidity
several times, particularly at or around times of economic recessions. Past market recessions have adversely affected the value
of such securities and the ability of certain issuers of such securities to repay principal and pay interest thereon or to refinance
such securities. The market for those securities may react in a similar fashion in the future.
Short
Sales. The Fund may make short sales of securities. A short sale is a transaction in which the Fund sells a security it
does not own in anticipation that the market price of that security will decline. The market value of the securities sold short
of any one issuer will not exceed either 25% of the Fund's total assets or 5% of such issuer's voting securities. The Fund also
will not make a short sale, if, after giving effect to such sale, the market value of all securities sold short exceeds 50% of
the value of its total assets. The Fund may also make short sales "against the box" without respect to such limitations.
In this type of short sale, at the time of the sale, the Fund owns, or has the immediate and unconditional right to acquire at
no additional cost, the identical security.
The
Fund expects to make short sales both to obtain capital gains from anticipated declines in securities and as a form of hedging
to offset potential declines in long positions in the same or similar securities. The short sale of a security is considered a
speculative investment technique. Short sales "against the box" may be subject to special tax rules, one of the effects
of which may be to accelerate income to the Fund.
When
the Fund makes a short sale, it must borrow the security sold short and deliver it to the broker-dealer through which it made
the short sale in order to satisfy its obligation to deliver the security upon conclusion of
The
GDL Fund
Additional
Fund Information (Continued) (Unaudited)
the
sale. The Fund may have to pay a fee to borrow particular securities and is often obligated to deliver any payments received on
such borrowed securities, such as dividends.
If
the price of the security sold short increases between the time of the short sale and the time the Fund replaces the borrowed
security, the Fund will incur a loss; conversely, if the price declines, the Fund will realize a capital gain. Any gain will be
decreased, and any loss will be increased, by the transaction costs incurred by the Fund, including the costs associated with
providing collateral to the broker-dealer (usually cash, U.S. government securities or other highly liquid debt securities) and
the maintenance of collateral with its custodian. Although the Fund's gain is limited to the price at which it sold the security
short, its potential loss is theoretically unlimited.
Derivatives.
Investments in options, futures and swaps are often referred to as derivatives transactions. The Fund expects that it will invest
in these types of instruments primarily for hedging and risk management purposes. The Fund may also invest in derivative instruments
for the purposes of increasing the income of the Fund, hedging against changes in the value of its portfolio securities and in
the value of securities it intends to purchase, or hedging against a specific transaction with respect to either the currency
in which the transaction is denominated or another currency.
There
is no specific limit on the proportion of its assets that the Fund may use to invest in derivatives and conduct short sales in
connection with its investments in corporate transactions and reorganizations.
Limitations
on the Purchase and Sale of Futures Contracts, Certain Options, and Swaps. Subject to the guidelines of the Board,
the Fund may engage in "commodity interest" transactions (generally, transactions in futures, certain options,
certain currency transactions, and certain types of swaps) only for bona fide hedging or other permissible transactions in
accordance with the rules and regulations of the Commodity Futures Trading Commission ("CFTC"). Pursuant to
amendments by the CFTC to Rule 4.5 under the Commodity Exchange Act ("CEA"), the Investment Adviser has filed a
notice of exemption from registration as a "commodity pool operator" with respect to the Fund. The Fund and the
Investment Adviser are therefore not subject to registration or regulation as a commodity pool operator under the CEA. In
addition, certain trading restrictions are applicable to the Fund as a result of this status. These trading restrictions
permit the Fund to engage in commodity interest transactions that include (i) "bona fide hedging" transactions, as
that term is defined and interpreted by the CFTC and its staff, without regard to the percentage of the Fund's assets
committed to margin and options premiums and (ii) non-bona fide hedging transactions, provided that the Fund does not enter
into such non-bona fide hedging transactions if, immediately thereafter, either (a) the sum of the amount of initial margin
deposits on the Fund's existing futures positions or swaps positions and option or swaption premiums would exceed 5% of the
market value of the Fund's liquidating value, after taking into account unrealized profits and unrealized losses on any such
transactions, or (b) the aggregate net notional value of the Fund's commodity interest transactions would not exceed 100% of
the market value of the Fund's liquidating value, after taking into account unrealized profits and unrealized losses on any
such transactions. In addition to meeting one of the foregoing trading limitations, the Fund may not market itself as a
commodity pool or otherwise as a vehicle for trading in the futures, options or swaps markets. Therefore, in order to claim
the Rule 4.5 exemption, the Fund is limited in its ability to invest in commodity futures, options, and certain types of
swaps (including securities futures, broad based stock index futures, and financial futures contracts). As a result, the Fund
is more limited in its ability to use these instruments than in the past, and these limitations may have a negative impact on
the
The
GDL Fund
Additional
Fund Information (Continued) (Unaudited)
ability
of the Investment Adviser to manage the Fund, and on the Fund's performance. If the Investment Adviser was required to register
as a commodity pool operator with respect to the Fund, compliance with additional registration and regulatory requirements would
increase Fund expenses. Other potentially adverse regulatory initiatives could also develop.
Options.
The Fund may purchase or sell, i.e., write, options on securities, securities indices and foreign currencies which are listed
on a national securities exchange or in the over-the-counter ("OTC") market as a means of achieving additional return
or of hedging the value of the Fund's portfolio. A call option is a contract that, in return for a premium, gives the holder of
the option the right to buy from the writer of the call option the security or currency underlying the option at a specified exercise
price at any time during the term of the option. The writer of the call option has the obligation, upon exercise of the option,
to deliver the underlying security or currency upon payment of the exercise price during the option period. A put option is the
reverse of a call option, giving the holder of the option the right, in return for a premium, to sell the underlying security
to the writer, at a specified price, and obligating the writer to purchase the underlying security from the holder upon exercise
of the exercise price.
If
the Fund has written an option, it may terminate its obligation by effecting a closing purchase transaction. This is accomplished
by purchasing an option of the same series as the option previously written. However, with respect to exchange-traded options,
once the Fund has been assigned an exercise notice, the Fund will be unable to effect a closing purchase transaction. Similarly,
if the Fund is the holder of an option it may liquidate its position by effecting a closing sale transaction on an exchange. This
is accomplished by selling an option of the same series as the option previously purchased. There can be no assurance that either
a closing purchase or sale transaction can be effected when the Fund so desires.
The
Fund will realize a profit from a closing transaction if the price of the transaction is less than the premium received from writing
the option or is more than the premium paid to purchase the option; the Fund will realize a loss from a closing transaction if
the price of the transaction is more than the premium received from writing the option or is less than the premium paid to purchase
the option. Since call option prices generally reflect increases in the price of the underlying security, any loss resulting from
the repurchase of a call option may also be wholly or partially offset by unrealized appreciation of the underlying security.
Other principal factors affecting the market value of a put or a call option include supply and demand, prevailing interest rates,
the current market price and price volatility of the underlying security, and the time remaining until the expiration date of
the option. Gains and losses on investments in options depend, in part, on the ability of the Investment Adviser to predict correctly
the effect of these factors. The use of options cannot serve as a complete hedge since the price movement of securities underlying
the options will not necessarily follow the price movements of the portfolio securities subject to the hedge.
An
option position may be closed out only on an exchange which provides a secondary market for an option of the same series or in
a private transaction. Although the Fund will generally purchase or write only those options for which there appears to be an
active secondary market, there is no assurance that a liquid secondary market on an exchange will persist for any particular option.
In such event, it might not be possible to effect closing transactions in particular options, so that the Fund would have to exercise
its options in order to realize any profit and would incur brokerage commissions upon the exercise of call options and upon the
subsequent disposition of underlying securities for the exercise of put options. If the Fund, as a covered call option writer,
is unable to
The
GDL Fund
Additional
Fund Information (Continued) (Unaudited)
effect
a closing purchase transaction in a secondary market, it will not be able to sell the underlying security until the option expires
or it delivers the underlying security upon exercise or otherwise covers the position.
The
sale of covered call options may also be used by the Fund to reduce the risks associated with individual investments and to increase
total investment return. A call option is "covered" if the Fund owns the underlying instrument covered by the call or
has an absolute and immediate right to acquire that instrument without additional cash consideration (or for additional cash consideration
held in a segregated account by its custodian) upon conversion or exchange of other instruments held in its portfolio. A call
option is also covered if the Fund holds a call option on the same instrument as the call option written where the exercise price
of the call option held is (i) equal to or less than the exercise price of the call option written or (ii) greater than the exercise
price of the call option written if the difference is maintained by the Fund in cash, U.S. government securities or other high-grade short term obligations in a segregated account with its custodian. A put option is "covered" if the Fund maintains
cash or other liquid securities with a value equal to the exercise price in a segregated account with its custodian, or else holds
a put option on the same instrument as the put option written where the exercise price of the put option held is equal to or greater
than the exercise price of the put option written.
To
the extent that the Fund purchases options pursuant to a hedging strategy, the Fund will be subject to the following additional
risks. If a put or call option purchased by the Fund is not sold when it has remaining value, and if the market price of the underlying
security remains equal to or greater than the exercise price (in the case of a put), or remains less than or equal to the exercise
price (in the case of a call), the Fund will lose its entire investment in the option.
Where
a put or call option on a particular security is purchased to hedge against price movements in that or a related security, the
price of the put or call option may move more or less than the price of the security. If restrictions on exercise are imposed,
the Fund may be unable to exercise an option it has purchased. If the Fund is unable to close out an option that it has purchased
on a security, it will have to exercise the option in order to realize any profit, or the option may expire worthless.
Futures
Contracts and Options on Futures. The Fund may purchase and sell financial futures contracts and options thereon which
are traded on a commodities exchange or board of trade for certain hedging and risk management purposes. A financial futures contract
is an agreement to purchase or sell an agreed amount of securities or currencies at a set price for delivery in the future. These
futures contracts and related options may be on debt securities, financial indices, securities indices, U.S. government securities
and foreign currencies.
Swaps.
The Fund may enter into total rate of return, credit default or other types of swaps and related derivatives for the purpose of
hedging and risk management. These transactions generally provide for the transfer from one counterparty to another of certain
risks inherent in the ownership of a financial asset such as a common stock or debt instrument. Such risks include, among other
things, the risk of default and insolvency of the obligor of such asset, the risk that the credit of the obligor or the underlying
collateral will decline or the risk that the common stock of the underlying issuer will decline in value. The transfer of risk
pursuant to a derivative of this type may be complete or partial, and may be for the life of the related asset or for a shorter
period. These derivatives may be used as a risk management tool for a pool of financial assets, providing the Fund with the opportunity
to gain or reduce exposure to one or more reference securities or other financial assets (each, a "Reference Asset")
without actually owning or selling such assets in order, for example, to increase or reduce a concentration risk or
The
GDL Fund
Additional
Fund Information (Continued) (Unaudited)
to
diversify a portfolio. Conversely, these derivatives may be used by the Fund to reduce exposure to an owned asset without selling
it.
Because
the Fund would not own the Reference Assets, the Fund may not have any voting rights with respect to the Reference Assets, and
in such cases all decisions related to the obligors or issuers of the Reference Assets, including whether to exercise certain
remedies, will be controlled by the swap counterparties.
Total
rate of return swap agreements are contracts in which one party agrees to make periodic payments to another party based on the
change in market value of the assets underlying the contract, which may include a specified security, basket of securities or
securities indices during the specified period, in return for periodic payments based on a fixed or variable interest rate or
the total return from other underlying assets.
A
credit default swap consists of an agreement between two parties in which the "buyer" agrees to pay to the "seller"
a periodic stream of payments over the term of the contract and the seller agrees to pay the buyer the par value (or other agreed-upon
value) of a referenced debt obligation upon the occurrence of a credit event with respect to the issuer of the referenced debt
obligation. Generally, a credit event means bankruptcy, failure to pay, obligation acceleration or modified restructuring. The
Fund may be either the buyer or seller in a credit default swap. As the buyer in a credit default swap, the Fund would pay to
the counterparty the periodic stream of payments. If no default occurs, the Fund would receive no benefit from the contract. As
the seller in a credit default swap, the Fund would receive the stream of payments but would be subject to exposure on the notional
amount of the swap, which it would be required to pay in the event of a credit event with respect to the issuer of the referenced
debt obligation. Accordingly, if the Fund sells a credit default swap (or a credit default index swap), it intends at all times
to segregate or designate on its books and records liquid assets in an amount at least equal to the notional amount of the swap
(i.e., the cost of payment to the buyer if a credit event occurs).
The
Fund may also enter into equity contract for difference swap transactions for the purpose of increasing the income of the Fund.
In an equity contract for difference swap, a set of future cash flows is exchanged between two counterparties. One of these cash
flow streams will typically be based on a reference interest rate combined with the performance of a notional value of shares
of a stock. The other will be based on the performance of the shares of a stock. Depending on the general state of short term
interest rates and the returns on the Fund's portfolio securities at the time an equity contract for difference swap transaction
reaches its scheduled termination date, there is a risk that the Fund will not be able to obtain a replacement transaction or
that the terms of the replacement will not be as favorable as on the expiring transaction.
Total
rate of return swaps and similar derivatives are subject to many risks, including the possibility that the market will move in
a manner or direction that would have resulted in gain for the Fund had the swap or other derivative not been utilized (in which
case it would have been better had the Fund not engaged in the hedging transactions), the risk of imperfect correlation between
the risk sought to be hedged and the derivative transactions utilized, the possible inability of the counterparty to fulfill its
obligations under the swap and potential illiquidity of the hedging instrument utilized, which may make it difficult for the Fund
to close out or unwind one or more hedging transactions.
Total
rate of return swaps and related derivatives present certain legal, tax, and market uncertainties. There is currently little or
no case law or litigation characterizing total rate of return swaps or related derivatives, interpreting their provisions, or
characterizing their tax treatment.
The
GDL Fund
Additional
Fund Information (Continued) (Unaudited)
There
can be no assurance that future decisions construing similar provisions to those in any swap agreement or other related documents
or additional regulations and laws will not have an adverse effect on the Fund if it utilizes these instruments. The Fund will
monitor these risks and seek to utilize these instruments in a manner that does not lead to undue risk regarding the tax or other
structural elements of the Fund. The Fund will not invest in these types of instruments if the Reference Assets are commodities
except for bona fide hedging or risk management purposes. The Fund only will enter into swaps that are regulated by the CFTC if
in doing so the Fund will continue to satisfy the restrictions imposed by the CFTC under Rule 4.5.
Forward
Foreign Currency Exchange Contracts. There is no limit on the Fund's ability to invest in foreign currency exchange contracts,
as the Fund may invest up to 100% of its assets in transactions involving securities denominated in foreign currencies. The Fund
may hedge up to 100% of its currency exposure.
The
Fund may enter into such contracts on a spot, i.e., cash, basis at the rate then prevailing in the currency exchange market or
on a forward basis, by entering into a forward contract to purchase or sell currency. A forward contract on foreign currency is
an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days agreed upon by the
parties from the date of the contract at a price set on the date of the contract. The Fund expects to invest in forward currency
contracts for hedging or currency risk management purposes and not in order to speculate on currency exchange rate movements.
The Fund will only enter into forward currency contracts with parties which the Investment Adviser believes to be creditworthy.
To ensure that its forward currency contracts are not used to achieve investment leverage, the Fund will segregate liquid assets
with its custodian, or a designated sub-custodian, in an amount at all times equal to or exceeding its commitment with respect
to the contracts.
Repurchase
Agreement Transactions. Repurchase agreements may be seen as loans by the Fund collateralized by underlying debt securities.
Under the terms of a typical repurchase agreement, the Fund would acquire an underlying security for a relatively short period
(usually not more than one week) subject to an obligation of the seller to repurchase, and the Fund to resell, the security at
an agreed price and time. This arrangement results in a fixed rate of return to the Fund that is not subject to market fluctuations
during the holding period. The Fund bears a risk of loss in the event that the other party to a repurchase agreement defaults
on its obligations and the Fund is delayed in or prevented from exercising its rights to dispose of the collateral securities,
including the risk of a possible decline in the value of the underlying securities during the period in which it seeks to assert
these rights. The Investment Adviser, acting under the supervision of the Board, reviews the creditworthiness of those banks and
dealers with which the Fund enters into repurchase agreements to evaluate these risks and monitors on an ongoing basis the value
of the securities subject to repurchase agreements to ensure that the value is maintained at the required level. The Fund will
not enter into repurchase agreements with the Investment Adviser or any of its affiliates.
Restricted
and Illiquid Securities. The Fund may invest up to 15% of its assets in securities for which there is no readily available
trading market or are otherwise illiquid. Illiquid securities include securities legally restricted as to resale, such as commercial
paper issued pursuant to Section 4(a)(2) of the Securities Act and securities eligible for resale pursuant to Rule 144A thereunder.
Section 4(a)(2) and Rule 144A securities may, however, be treated as liquid by the Investment Adviser pursuant to procedures adopted
by the Board, which require consideration of factors such as trading activity, availability of market quotations and number of
dealers willing
The
GDL Fund
Additional
Fund Information (Continued) (Unaudited)
to
purchase the security. If the Fund invests in Rule 144A securities, the level of portfolio illiquidity may be increased to the
extent that eligible buyers become uninterested in purchasing such securities.
It
may be difficult to sell such securities at a price representing the fair value until such time as such securities may be sold
publicly. Where registration is required, a considerable period may elapse between a decision to sell the securities and the time
when it would be permitted to sell. Thus, the Fund may not be able to obtain as favorable a price as that prevailing at the time
of the decision to sell. The Fund may also acquire securities through private placements under which it may agree to contractual
restrictions on the resale of such securities. Such restrictions might prevent their sale at a time when such sale would otherwise
be desirable.
Leverage.
The Fund may issue senior securities (which may be stock, such as preferred shares, and/or securities representing debt) so long
as its total assets, less certain ordinary course liabilities, exceeds 300% of the amount of the debt outstanding and exceeds
200% of the amount of preferred shares and debt outstanding, as provided in the 1940 Act and subject to certain exceptions. Any
such preferred shares may be convertible in accordance with the SEC staff guidelines, which may permit the Fund to obtain leverage
at attractive rates.
The
use of leverage magnifies the impact of changes in net asset value, which means that, all else being equal, the use of leverage
results in outperformance on the upside and underperformance on the downside. In addition, if the cost of leverage exceeds the
return on the securities acquired with the proceeds of leverage, the use of leverage will diminish rather than enhance the return
to the Fund. The use of leverage generally increases the volatility of returns to the Fund. Such volatility may increase the likelihood
of the Fund having to sell investments in order to meet its obligations to make distributions on the preferred shares or principal
or interest payments on debt securities, or to redeem preferred shares or repay debt, when it may be disadvantageous to do so.
The Fund's use of leverage may require it to sell portfolio investments at inopportune times in order to raise cash to redeem
preferred shares or otherwise de-leverage so as to maintain required asset coverage amounts or comply with any mandatory redemption
terms of any outstanding preferred shares. See "Risk Factors and Special Considerations—Special Risks to Holders of
Common Shares—Leverage Risk.
In
the event the Fund had both outstanding preferred shares and senior securities representing debt at the same time, the Fund's
obligations to pay dividends or distributions and, upon liquidation of the Fund, liquidation payments in respect of its preferred
shares would be subordinate to the Fund's obligations to make any principal and/or interest payments due and owing with respect
to its outstanding senior debt securities. Accordingly, the Fund's issuance of senior securities representing debt would have
the effect of creating special risks for the Fund's preferred shareholders that would not be present in a capital structure that
did not include such securities.
Additionally,
the Fund may enter into derivative transactions that have economic leverage embedded in them. Economic leverage exists when the
Fund achieves the right to a return on a capital base that exceeds the investment which the Fund has contributed to the instrument
achieving a return. Derivative transactions that the Fund may enter into and the risks associated with them are described elsewhere
in this Annual Report. The Fund cannot assure you that investments in derivative transactions that have economic leverage embedded
in them will result in a higher return on its common shares.
To
the extent the terms of such transactions obligate the Fund to make payments, the Fund may earmark or segregate cash or liquid
assets in an amount at least equal to the current value of the amount then payable
The
GDL Fund
Additional
Fund Information (Continued) (Unaudited)
by
the Fund under the terms of such transactions or otherwise cover such transactions in accordance with applicable interpretations
of the staff of the SEC. If the current value of the amount then payable by the Fund under the terms of such transactions is represented
by the notional amounts of such investments, the Fund would segregate or earmark cash or liquid assets having a market value at
least equal to such notional amounts, and if the current value of the amount then payable by the Fund under the terms of such
transactions is represented by the market value of the Fund's current obligations, the Fund would segregate or earmark cash or
liquid assets having a market value at least equal to such current obligations. To the extent the terms of such transactions obligate
the Fund to deliver particular securities to extinguish the Fund's obligations under such transactions the Fund may "cover"
its obligations under such transactions by either (i) owning the securities or collateral underlying such transactions or (ii)
having an absolute and immediate right to acquire such securities or collateral without additional cash consideration (or, if
additional cash consideration is required, having earmarked or segregated an appropriate amount of cash or liquid assets). Such
earmarking, segregation or cover is intended to provide the Fund with available assets to satisfy its obligations under such transactions.
As a result of such earmarking, segregation or cover, the Fund's obligations under such transactions will not be considered senior
securities representing indebtedness for purposes of the 1940 Act, or considered borrowings subject to the Fund's limitations
on borrowings discussed above, but may create leverage for the Fund. To the extent that the Fund's obligations under such transactions
are not so earmarked, segregated or covered, such obligations may be considered "senior securities representing indebtedness"
under the 1940 Act and therefore subject to the 300% asset coverage requirement.
These
earmarking, segregation or cover requirements can result in the Fund maintaining securities positions it would otherwise liquidate,
segregating or earmarking assets at a time when it might be disadvantageous to do so or otherwise restrict portfolio management.
On
October 28, 2020, the SEC adopted new regulations governing the use of derivatives by registered investment companies ("Rule
18f-4"). The Fund will be required to implement and comply with Rule 18f-4 by August 19, 2022. Once implemented, Rule 18f-4
will impose limits on the amount of derivatives a fund can enter into, eliminate the asset segregation framework currently used
by funds to comply with Section 18 of the 1940 Act, treat derivatives as senior securities so that a failure to comply with the
limits would result in a statutory violation and require funds whose use of derivatives is more than a limited specified exposure
amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives risk manager.
Investment
Restrictions. The Fund has adopted certain investment restrictions as fundamental policies of the Fund. Under the 1940
Act, a fundamental policy may not be changed without the vote of a majority, as defined in the 1940 Act, of the outstanding voting
securities of the Fund (voting together as a single class). In addition, pursuant to the Statement of Preferences of the Series
C Preferred Shares, a majority, as defined in the 1940 Act, of the outstanding preferred shares of the Fund (voting separately
as a single class) is also required to change a fundamental policy. See below.
Portfolio
Turnover. The Fund will buy and sell securities to accomplish its investment objective. The investment policies of the
Fund may lead to frequent changes in investments, particularly in periods of rapidly fluctuating interest or currency exchange
rates.
The
GDL Fund
Additional
Fund Information (Continued) (Unaudited)
Portfolio
turnover generally involves some expense to the Fund, including brokerage commissions or dealer mark-ups and other transaction
costs on the sale of securities and reinvestment in other securities. The portfolio turnover rate is computed by dividing the
lesser of the amount of the securities purchased or securities sold by the average monthly value of securities owned during the
year (excluding securities whose maturities at acquisition were one year or less). Higher portfolio turnover may decrease the
after-tax return to individual investors in the Fund to the extent it results in a decrease of the long term capital gains portion
of distributions to shareholders.
For
the fiscal year ended December 31, 2020 and 2021, the portfolio turnover rate of the Fund was 228% and 329%, respectively. The
Fund anticipates that its portfolio turnover rate will be substantial and may exceed 300%.
Further
information on the investment objective and policies of the Fund is set forth below.
RISK
FACTORS AND SPECIAL CONSIDERATIONS
Investors
should consider the following risk factors and special considerations associated with investing in the Fund, each of which is
noted as either a "principal" risk or a "non-principal" risk:
General
Risks
Market
Risk (Principal). The
market price of securities owned by the Fund may go up or down, sometimes rapidly or unpredictably. Securities may decline in
value due to factors affecting securities markets generally or particular industries represented in the securities markets. The
value of a security may decline due to general market conditions which are not specifically related to a particular company, such
as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or
currency rates, adverse changes to credit markets or adverse investor sentiment generally. The value of a security may also decline
due to factors which affect a particular industry or industries, such as labor shortages or increased production costs and competitive
conditions within an industry. During a general downturn in the securities markets, multiple asset classes may decline in value
simultaneously. Equity securities generally have greater price volatility than fixed income securities. Credit ratings downgrades
may also negatively affect securities held by the Fund. Even when markets perform well, there is no assurance that the investments
held by the Fund will increase in value along with the broader market.
In
addition, market risk includes the risk that geopolitical and other events will disrupt the economy on a national or global level.
For instance, war, terrorism, market manipulation, government defaults, government shutdowns, political changes or diplomatic
developments, public health emergencies (such as the spread of infectious diseases, pandemics and epidemics) and natural/environmental
disasters can all negatively impact the securities markets, which could cause the Fund to lose value. These events could reduce
consumer demand or economic output, result in market closures, travel restrictions or quarantines, and significantly adversely
impact the economy. The current contentious domestic political environment, as well as political and diplomatic events within
the United States and abroad, such as the U.S. government's inability at times to agree on a long-term budget and deficit reduction
plan, has in the past resulted, and may in the future result, in a government shutdown, which could have an adverse impact on
the Fund's investments and operations. Additional and/or
The
GDL Fund
Additional
Fund Information (Continued) (Unaudited)
prolonged
U.S. federal government shutdowns may affect investor and consumer confidence and may adversely impact financial markets and the
broader economy, perhaps suddenly and to a significant degree. Governmental and quasi-governmental authorities and regulators
throughout the world have previously responded to serious economic disruptions with a variety of significant fiscal and monetary
policy changes, including but not limited to, direct capital infusions into companies, new monetary programs and dramatically
lower interest rates. An unexpected or sudden reversal of these policies, or the ineffectiveness of these policies, could increase
volatility in securities markets, which could adversely affect the Fund's investments. Any market disruptions could also prevent
the Fund from executing advantageous investment decisions in a timely manner. To the extent that the Fund focuses its investments
in a region enduring geopolitical market disruption, it will face higher risks of loss, although the increasing interconnectivity
between global economies and financial markets can lead to events or conditions in one country, region or financial market adversely
impacting a different country, region or financial market. Thus, investors should closely monitor current market conditions to
determine whether the Fund meets their individual financial needs and tolerance for risk.
Current
market conditions may pose heightened risks with respect to the Fund's investment in fixed income securities. Interest rates in
the U.S. are at or near historically low levels. Any interest rate increases in the future could cause the value of the Fund's
assets to decrease. Recently, there have also been signs of inflationary price movements. As such, fixed income securities markets
may experience heightened levels of interest rate, volatility and liquidity risk.
Exchanges
and securities markets may close early, close late or issue trading halts on specific securities or generally, which may result
in, among other things, the Fund being unable to buy or sell certain securities or financial instruments at an advantageous time
or accurately price its portfolio investments.
Inflation
Risk (Non-Principal). Inflation
risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the
value of money. Recently, there have been market indicators of a rise in inflation. As inflation increases, the real value of
the Fund's shares and distributions thereon can decline. In addition, during any periods of rising inflation, dividend rates of
any debt securities issued by the Fund would likely increase, which would tend to further reduce returns to common shareholders.
Inflation rates may change frequently and significantly as a result of various factors, including unexpected shifts in the domestic
or global economy and changes in economic policies, and the Fund's investments may not keep pace with inflation, which may result
in losses to Fund shareholders. This risk is greater for fixed-income instruments with longer maturities.
Coronavirus
("COVID-19") and Global Health Event Risk (Principal). As
of the filing date of this Annual Report, there is an outbreak of a highly contagious form of a novel coronavirus known as “COVID-19.”
COVID-19 has been declared a pandemic by the World Health Organization and, in response to the outbreak, the U.S. Health and Human
Services Secretary declared a public health emergency in the United States. COVID-19 had a devastating impact on the global economy,
including the U.S. economy, and resulted in a global economic recession. Many states issued orders requiring the closure of non-essential
businesses and/or requiring residents to stay at home. The COVID-19 pandemic and preventative measures taken to contain or mitigate
its spread have caused, and are continuing to cause, business shutdowns, cancellations of events and travel, significant reductions
in demand for certain goods and services, reductions in business activity and financial transactions, supply chain interruptions
and overall economic and financial market instability both globally and in the United
The
GDL Fund
Additional
Fund Information (Continued) (Unaudited)
States.
Such effects will likely continue for the duration of the pandemic, which is uncertain, and for some period thereafter. While
several countries, as well as certain states, counties and cities in the United States, began to relax the early public health
restrictions with a view to partially or fully reopening their economies, many cities, both globally and in the United States,
continue to experience, from time to time, surges in the reported number of cases and hospitalizations related to the COVID-19
pandemic. Increases in cases can and have led to the re-introduction of restrictions and business shutdowns in certain states,
counties and cities in the United States and globally and could continue to lead to the re-introduction of such restrictions elsewhere.
Additionally, the vaccine produced by Johnson & Johnson is currently authorized for emergency use, and the U.S. Food and Drug
Administration (“FDA”) has granted full approval to the vaccines produced by Pfizer-BioNTech and Moderna, which will
now be marketed as Comirnaty and Spikevax, respectively. However, it remains unclear how quickly the vaccines will be distributed
nationwide and globally or when “herd immunity” will be achieved and the restrictions that were imposed to slow the
spread of the virus will be lifted entirely. Various factors could lead people to continue to self-isolate and not participate
in the economy at pre-pandemic levels for a prolonged period of time. Even after the COVID-19 pandemic subsides, the U.S. economy
and most other major global economies may continue to experience a substantial economic downturn or recession, and our business
and operations, as well as the business and operations of our portfolio companies, could be materially adversely affected by a
prolonged economic downturn or recession in the United States and other major markets. Potential consequences of the current unprecedented
measures taken in response to the spread of COVID-19, and current market disruptions and volatility that may impact the Fund include,
but are not limited to:
| ● | sudden,
unexpected and/or severe declines in the market price of our securities or net asset
value; |
| ● | inability
of the Fund to accurately or reliably value its portfolio; |
| ● | inability
of the Fund to comply with certain asset coverage ratios that would prevent the Fund
from paying dividends to our common stockholders; |
| ● | inability
of the Fund to pay any dividends and distributions to any class of equity holders; |
| ● | inability
of the Fund to service debt to the extent it has any notes or credit facilities outstanding; |
| ● | inability
of the Fund to maintain its status as a RIC under the Code; |
| ● | potentially
severe, sudden and unexpected declines in the value of our investments; |
| ● | increased
risk of default or bankruptcy by the companies in which we invest; |
| ● | increased
risk of companies in which we invest being unable to weather an extended cessation of
normal economic activity and thereby impairing their ability to continue functioning
as a going concern; |
| ● | inability
of the companies in which we invest to complete announced transactions; |
| ● | reduced
economic demand resulting from mass employee layoffs or furloughs in response to governmental action taken to slow the spread of COVID-19, which could impact the continued
viability of the companies in which we invest; |
| ● | companies
in which we invest being disproportionally impacted by governmental action aimed at slowing
the spread of COVID-19; |
| ● | limited
availability of new investment opportunities; and |
| ● | general
threats to the Fund's ability to continue investment operations and to operate successfully
as a diversified, closed-end investment company. |
The
GDL Fund
Additional
Fund Information (Continued) (Unaudited)
Despite
actions of the U.S. federal government and foreign governments, the uncertainty surrounding the COVID-19 pandemic and other factors
has contributed to significant volatility and declines in the global public equity markets and global debt capital markets, including
the net asset value of the Fund’s shares. These events could have, and/or have had, a significant impact on the Fund’s
performance, net asset value, income, operating results and ability to pay distributions, as well as the performance, income,
operating results and viability of issuers in which it invests.
It
is virtually impossible to determine the ultimate impact of COVID-19 at this time. Further, the extent and strength of any economic
recovery after the COVID-19 pandemic abates, including following any “second wave,” “third wave” or other
intensifying of the pandemic, is uncertain and subject to various factors and conditions. Accordingly, an investment in the Fund
is subject to an elevated degree of risk as compared to other market environments.
Merger
Arbitrage Risk (Principal). The Fund's investment strategy involves investment techniques and securities holdings that
entail risks, in some cases different from the risks ordinarily associated with investments in equity securities. The principal
risk associated with the Fund's arbitrage investments is that certain of the proposed reorganizations in which the Fund invests
may be renegotiated, terminated or involve a longer time frame than originally contemplated, in which case the Fund may realize
losses. Among the factors that affect the level of risk with respect to the completion of the transaction are the deal spread
and number of bidders, the friendliness of the buyer and seller, the strategic rationale behind the transaction, the existence
of regulatory hurdles, the level of due diligence completed on the target company and the ability of the buyer to finance the
transaction. If the spread between the purchase price and the current price of the seller's stock is small, the risk that the
transaction will not be completed may outweigh the potential return. If there is very little interest by other potential buyers
in the target company, the risk of loss may be higher than where there are back-up buyers that would allow the arbitrageur to
realize a similar return if the current deal falls through. Unfriendly management of the target company or change in friendly
management in the middle of a deal increases the risk that the deal will not be completed even if the target company's board has
approved the transaction and may involve the risk of litigation expense if the target company pursues litigation in an attempt
to prevent the deal from occurring. The underlying strategy behind the deal is also a risk consideration because the less a target
company will benefit from a merger or acquisition, the greater the risk. There is also a risk that an acquiring company may back
out of an announced deal if, in the process of completing its due diligence of the target company, it discovers something undesirable
about such company. In addition, merger transactions are also subject to regulatory risk because a merger transaction often must
be approved by a regulatory body or pass governmental antitrust review. All of these factors affect the timing and likelihood
that the transaction will close. Even if the Investment Adviser selects announced deals with the goal of mitigating the risks
that the transaction will fail to close, such risks may still delay the closing of such transaction to a date later than the Fund
originally anticipated, reducing the level of desired return to the Fund.
In
recapitalizations, a corporation may restructure its balance sheet by selling specific assets, significantly leveraging other
assets and creating new classes of equity securities to be distributed, together with a substantial payment in cash or in debt
securities, to existing shareholders. In connection with such transactions, there is a risk that the value of the cash and new
securities distributed will not be as high as the cost of the Fund's original investment or that no such distribution will ultimately
be made and the value of the Fund's investment will decline.
The
GDL Fund
Additional
Fund Information (Continued) (Unaudited)
To
the extent an investment in a company that has undertaken a recapitalization is retained by the Fund, the Fund's risks will generally
be comparable to those associated with investments in highly leveraged companies, generally including higher than average sensitivity
to (i) short term interest rate fluctuations, (ii) downturns in the general economy or within a particular industry or (iii) adverse
developments within the company itself.
Merger
arbitrage positions are also subject to the risk of overall market movements. To the extent that a general increase or decline
in equity values affects the stocks involved in a merger arbitrage position differently, the position may be exposed to loss.
Finally,
merger arbitrage strategies depend for success on the overall volume of global merger activity, which has historically been cyclical
in nature. During periods when merger activity is low, it may be difficult or impossible to identify opportunities for profit
or to identify a sufficient number of such opportunities to provide balance among potential merger transactions. To the extent
that the number of announced deals and corporate reorganizations decreases or the number of investors in such transactions increases,
it is possible that merger arbitrage spreads will tighten, causing the profitability of investing in such transactions to diminish,
which will in turn decrease the returns to the Fund from such investment activity.
Equity
Risk (Principal). Investing in the Fund involves equity risk, which is the risk that the securities held by the Fund will
fall in market value due to adverse market and economic conditions, perceptions regarding the industries in which the issuers
of securities held by the Fund participate and the particular circumstances and performance of particular companies whose securities
the Fund holds. An investment in the Fund represents an indirect economic stake in the securities owned by the Fund, which are
for the most part traded on securities exchanges or in the OTC markets. The market value of these securities, like other market
investments, may move up or down, sometimes rapidly and unpredictably. The net asset value of the Fund may at any point in time
be worth less than the amount at the time the shareholder invested in the Fund, even after taking into account any reinvestment
of distributions.
Common
Stock Risk (Principal). Common stock of an issuer in the Fund's portfolio may decline in price for a variety of reasons,
including if the issuer fails to make anticipated dividend payments because, among other reasons, the issuer of the security experiences
a decline in its financial condition. Common stock in which the Fund invests is structurally subordinated as to income and residual
value to preferred stock, bonds and other debt instruments in a company's capital structure, in terms of priority to corporate
income, and therefore will be subject to greater dividend risk than preferred stock or debt instruments of such issuers. In addition,
while common stock has historically generated higher average returns than fixed income securities, common stock has also experienced
significantly more volatility in those returns.
Preferred
Stock Risk (Principal). There are special risks associated with the Fund's investing in preferred securities, including:
| ● | Deferral.
Preferred securities may include provisions that permit the issuer, at its discretion,
to defer dividends or distributions for a stated period without any adverse consequences
to the issuer. If the Fund owns a preferred security that is deferring its dividends
or distributions, the Fund may be required to report income for tax purposes although
it has not yet received such income. |
| ● | Non-Cumulative
Dividends. Some preferred securities are non-cumulative, meaning that the dividends
do not accumulate and need not ever be paid. A portion of the portfolio may include investments
in |
The
GDL Fund
Additional
Fund Information (Continued) (Unaudited)
| | non-cumulative
preferred securities, whereby the issuer does not have an obligation to make up any arrearages to its shareholders. Should an
issuer of a non-cumulative preferred security held by the Fund determine not to pay dividends or distributions on such security,
the Fund's return from that security may be adversely affected. There is no assurance that dividends or distributions on non-cumulative
preferred securities in which the Fund invests will be declared or otherwise made payable. |
| ● | Subordination.
Preferred securities are subordinated to bonds and other debt instruments in an issuer's
capital structure in terms of priority to corporate income and liquidation payments,
and therefore will be subject to greater credit risk than more senior debt security instruments. |
| ● | Liquidity.
Preferred securities may be substantially less liquid than many other securities,
such as common stocks or U.S. government securities. |
| ● | Limited
Voting Rights. Generally, preferred security holders (such as the Fund) have no voting
rights with respect to the issuing company unless preferred dividends have been in arrears
for a specified number of periods, at which time the preferred security holders may be
entitled to elect a number of directors to the issuer's board. Generally, once all the
arrearages have been paid, the preferred security holders no longer have voting rights. |
| ● | Special
Redemption Rights. In certain varying circumstances, an issuer of preferred securities
may redeem the securities prior to a specified date. For instance, for certain types
of preferred securities, a redemption may be triggered by a change in U.S. federal income
tax or securities laws. A redemption by the issuer may negatively impact the return of
the security held by the Fund. |
Convertible
Securities Risk (Non-Principal). Convertible securities generally offer lower interest or dividend yields than non-convertible
securities of similar quality. The market values of convertible securities tend to decline as interest rates increase and, conversely,
to increase as interest rates decline. In the absence of adequate anti-dilution provisions in a convertible security, dilution
in the value of the Fund's holding may occur in the event the underlying stock is subdivided, additional equity securities are
issued for below market value, a stock dividend is declared or the issuer enters into another type of corporate transaction that
has a similar effect.
The
value of a convertible security is influenced by the value of the underlying equity security. Convertible debt securities and
preferred stocks may depreciate in value if the market value of the underlying equity security declines or if rates of interest
increase. In addition, although debt securities are liabilities of a corporation which the corporation is generally obligated
to repay at a specified time, debt securities, particularly convertible debt securities, are often subordinated to the claims
of some or all of the other creditors of the corporation.
Mandatory
conversion securities (securities that automatically convert into equity securities at a future date) may limit the potential
for capital appreciation and, in some instances, are subject to complete loss of invested capital. Other innovative convertibles
include “equity-linked” securities, which are securities or derivatives that may have fixed, variable, or no interest
payments prior to maturity, may convert (at the option of the holder or on a mandatory basis) into cash or a combination of cash
and equity securities, and may be structured to limit the potential for capital appreciation. Equity-linked securities may be
illiquid and difficult to value and may be subject to greater credit risk than that of other convertibles. Moreover, mandatory
conversion securities and equity-linked securities have increased the sensitivity of the convertible securities market to the
volatility of the equity markets and to the special risks of those innovations, which may include risks different from, and possibly
greater than, those associated with traditional convertible securities.
The
GDL Fund
Additional
Fund Information (Continued) (Unaudited)
Preferred
stocks are equity securities in the sense that they do not represent a liability of the corporation. In the event of liquidation
of the corporation, and after its creditors have been paid or provided for, holders of preferred stock are generally entitled
to a preference as to the assets of the corporation before any distribution may be made to the holders of common stock. Debt securities
normally do not have voting rights. Preferred stocks may have no voting rights or may have voting rights only under certain circumstances.
| ● | Credit
Risk. Credit risk is the risk that an issuer will fail to pay interest or dividends
and principal in a timely manner. Companies that issue convertible securities may be
small to medium-size, and they often have low credit ratings. In addition, the credit
rating of a company’s convertible securities is generally lower than that of its
conventional debt securities. Convertible securities are normally considered “junior”
securities—that is, the company usually must pay interest on its conventional debt
before it can make payments on its convertible securities. Credit risk could be high
for the Fund, because it could invest in securities with low credit quality. The lower
a debt security is rated, the greater its default risk. As a result, the Fund may incur
cost and delays in enforcing its rights against the issuer. |
| ● | Market
Risk. Although convertible securities do derive part of their value from that of
the securities into which they are convertible, they are not considered derivative financial
instruments. However, mandatory convertible securities include features which render
them more sensitive to price changes of their underlying securities. Thus they expose
the Fund to greater downside risk than traditional convertible securities, but generally
less than that of the underlying common stock. |
| ● | Interest
Rate Risk for Convertible Securities. The Fund may be subject to a greater risk of
rising interest rates due to the current period of historically low interest rates and
recent inflationary price movements. There is a possibility that interest rates may rise,
which would likely drive down the prices of income or dividend paying securities. These
factors increase the risk that market interest rates will rise or continue to rise in
the future, with a corresponding decline in the value of convertible securities held
by the Fund. Convertible securities are particularly sensitive to interest rate changes
when their predetermined conversion price is much higher than the issuing company’s
common stock. |
| ● | Sector
Risk. Sector risk is the risk that returns from the economic sectors in which convertible
securities are concentrated will trail returns from other economic sectors. As a group,
sectors tend to go through cycles of doing better-or-worse-than the convertible securities
market in general. These periods have, in the past, lasted for as long as several years.
Moreover, the sectors that dominate this market change over time. |
| ● | Dilution
Risk. In the absence of adequate anti-dilution provisions in a convertible security,
dilution in the value of the Fund’s holding may occur in the event the underlying
stock is subdivided, additional equity securities are issued for below market value,
a stock dividend is declared, or the issuer enters into another type of corporate transaction
that has a similar effect. |
Fixed
Income Securities Risks (Principal). Fixed
income securities in which the Fund may invest are generally subject to the following risks:
| ● | Interest
Rate Risk. The market value of bonds and other fixed-income or dividend paying securities
changes in response to interest rate changes and other factors. Interest rate risk is
the risk that prices of bonds and other income or dividend paying securities will increase
as interest rates fall and decrease |
The
GDL Fund
Additional
Fund Information (Continued) (Unaudited)
as
interest rates rise. Recently, there have been signs of inflationary price movements. As such, fixed income securities markets
may experience heightened levels of interest rate, volatility and liquidity risk.
The
Fund may be subject to a greater risk of rising interest rates due to the current period of historically low interest rates and
recent inflationary price movements. The magnitude of these fluctuations in the market price of bonds and other income or dividend
paying securities is generally greater for those securities with longer maturities. Fluctuations in the market price of the Fund's
investments will not affect interest income derived from instruments already owned by the Fund, but will be reflected in the Fund's
net asset value. The Fund may lose money if short term or long term interest rates rise sharply in a manner not anticipated by
Fund management. To the extent the Fund invests in debt securities that may be prepaid at the option of the obligor (such as mortgage-related
securities), the sensitivity of such securities to changes in interest rates may increase (to the detriment of the Fund) when
interest rates rise. Moreover, because rates on certain floating rate debt securities typically reset only periodically, changes
in prevailing interest rates (and particularly sudden and significant changes) can be expected to cause some fluctuations in the
net asset value of the Fund to the extent that it invests in floating rate debt securities. These basic principles of bond prices
also apply to U.S. government securities. A security backed by the "full faith and credit" of the U.S. government is
guaranteed only as to its stated interest rate and face value at maturity, not its current market price. Just like other income
or dividend paying securities, government-guaranteed securities will fluctuate in value when interest rates change.
The
Fund's use of leverage will tend to increase the Fund's interest rate risk. The Fund may utilize certain strategies, including
taking positions in futures or interest rate swaps, for the purpose of reducing the interest rate sensitivity of income or dividend
paying securities held by the Fund and decreasing the Fund's exposure to interest rate risk. The Fund is not required to hedge
its exposure to interest rate risk and may choose not to do so. In addition, there is no assurance that any attempts by the Fund
to reduce interest rate risk will be successful or that any hedges that the Fund may establish will perfectly correlate with movements
in interest rates.
The
Fund may invest in variable and floating rate debt instruments, which generally are less sensitive to interest rate changes than
longer duration fixed rate instruments, but may decline in value in response to rising interest rates if, for example, the rates
at which they pay interest do not rise as much, or as quickly, as market interest rates in general. Conversely, variable and floating
rate instruments generally will not increase in value if interest rates decline. The Fund also may invest in inverse floating
rate debt securities, which may decrease in value if interest rates increase, and which also may exhibit greater price volatility
than fixed rate debt obligations with similar credit quality. To the extent the Fund holds variable or floating rate instruments,
a decrease (or, in the case of inverse floating rate securities, an increase) in market interest rates will adversely affect the
income received from such securities, which may adversely affect the net asset value of the Fund's common shares.
| ● | Issuer
Risk. Issuer risk is the risk that the value of an income or dividend paying security
may decline for a number of reasons which directly relate to the issuer, such as management
performance, financial |
The
GDL Fund
Additional
Fund Information (Continued) (Unaudited)
leverage,
reduced demand for the issuer's goods and services, historical and prospective earnings of the issuer and the value of the assets
of the issuer.
| ● | Credit
Risk. Credit risk is the risk that one or more income or dividend paying securities
in the Fund's portfolio will decline in price or fail to pay interest/distributions or
principal when due because the issuer of the security experiences a decline in its financial
status. Credit risk is increased when a portfolio security is downgraded or the perceived
creditworthiness of the issuer deteriorates. To the extent the Fund invests in below
investment grade securities, it will be exposed to a greater amount of credit risk than
a fund which only invests in investment grade securities. See "Risk Factors and
Special Considerations —
General Risks — Non-Investment Grade Securities." In addition, to the extent the Fund uses credit derivatives, such
use will expose it to additional risk in the event that the bonds underlying the derivatives default. The degree of credit risk
depends on the issuer's financial condition and on the terms of the securities. |
| ● | Prepayment
Risk. Prepayment risk is the risk that during periods of declining interest rates,
borrowers may exercise their option to prepay principal earlier than scheduled. For income
or dividend paying securities, such payments often occur during periods of declining
interest rates, forcing the Fund to reinvest in lower yielding securities, resulting
in a possible decline in the Fund's income and distributions to shareholders. This is
known as prepayment or "call" risk. Below investment grade securities frequently
have call features that allow the issuer to redeem the security at dates prior to its
stated maturity at a specified price (typically greater than par) only if certain prescribed
conditions are met ("call protection"). For premium bonds (bonds acquired at
prices that exceed their par or principal value) purchased by the Fund, prepayment risk
may be enhanced. |
| ● | Reinvestment
Risk Reinvestment risk is the risk that income from the Fund's portfolio will decline
if the Fund invests the proceeds from matured, traded or called fixed income securities
at market interest rates that are below the Fund portfolio's current earnings rate. |
| ● | Duration
and Maturity Risk. The Fund has no set policy regarding portfolio maturity or duration
of the fixed-income securities it may hold. The Investment Adviser may seek to adjust
the duration or maturity of the Fund's fixed-income holdings based on its assessment
of current and projected market conditions and all other factors that the Investment
Adviser deems relevant. In comparison to maturity (which is the date on which the issuer
of a debt instrument is obligated to repay the principal amount), duration is a measure
of the price volatility of a debt instrument as a result in changes in market rates of
interest, based on the weighted average timing of the instrument's expected principal
and interest payments. Specifically, duration measures the anticipated percentage change
in NAV that is expected for every percentage point change in interest rates. The two
have an inverse relationship. Duration can be a useful tool to estimate anticipated price
changes to a fixed pool of income securities associated with changes in interest rates.
For example, a duration of five years means that a 1% decrease in interest rates will
increase the NAV of the portfolio by approximately 5%; if interest rates increase by
1%, the NAV will decrease by 5%. However, in a managed portfolio of fixed income securities
having differing interest or dividend rates or payment schedules, maturities, redemption
provisions, call or prepayment provisions and credit qualities, actual price changes
in response to changes in interest rates may differ significantly from a duration-based
estimate at any given time. Actual price movements experienced by a portfolio of fixed
income securities will be affected by how interest rates move (i.e., changes in the relationship
of |
The
GDL Fund
Additional
Fund Information (Continued) (Unaudited)
long
term interest rates to short term interest rates), the magnitude of any move in interest rates, actual and anticipated prepayments
of principal through call or redemption features, the extension of maturities through restructuring, the sale of securities for
portfolio management purposes, the reinvestment of proceeds from prepayments on and from sales of securities, and credit quality-related
considerations whether associated with financing costs to lower credit quality borrowers or otherwise, as well as other factors.
Accordingly, while duration maybe a useful tool to estimate potential price movements in relation to changes in interest rates,
investors are cautioned that duration alone will not predict actual changes in the net asset or market value of the Fund's shares
and that actual price movements in the Fund's portfolio may differ significantly from duration-based estimates. Duration differs
from maturity in that it takes into account a security's yield, coupon payments and its principal payments in addition to the
amount of time until the security matures. As the value of a security changes over time, so will its duration. Prices of securities
with longer durations tend to be more sensitive to interest rate changes than securities with shorter durations. In general, a
portfolio of securities with a longer duration can be expected to be more sensitive to interest rate changes than a portfolio
with a shorter duration. Any decisions as to the targeted duration or maturity of any particular category of investments will
be made based on all pertinent market factors at any given time. The Fund may incur costs in seeking to adjust the portfolio average
duration or maturity. There can be no assurance that the Investment Adviser's assessment of current and projected market conditions
will be correct or that any strategy to adjust duration or maturity will be successful at any given time.
| ● | LIBOR
Risk. The Fund may be exposed to financial instruments that are tied to the London
Interbank Offered Rate (“LIBOR”) to determine payment obligations, financing
terms, hedging strategies or investment value. The Fund’s investments may pay
interest at floating rates based on LIBOR or may be subject to interest caps or floors
based on LIBOR. The Fund may also obtain financing at floating rates based on LIBOR.
Derivative instruments utilized by the Fund may also reference LIBOR. |
In
July 2017, the head of the United Kingdom Financial Conduct Authority announced the desire to phase out the use of LIBOR by the
end of 2021. LIBOR can no longer be used to calculate new deals as of December 31, 2021. Since December 31, 2021, all sterling,
euro, Swiss franc and Japanese yen LIBOR settings and the 1-week and 2-month U.S. dollar LIBOR settings have ceased to be published
or are no longer be representative, and after June 30, 2023, the overnight, 1-month, 3-month, 6-month and 12-month U.S. dollar
LIBOR settings will cease to be published or will no longer be representative. Various financial industry groups have begun planning
for the transition away from LIBOR, but there are challenges to converting certain securities and transactions to a new reference
rate (e.g., the Secured Overnight Financing Rate, which is intended to replace the U.S. dollar LIBOR). Neither the effect of the
LIBOR transition process nor its ultimate success can yet be known.
At
this time, no consensus exists as to what rate or rates will become accepted alternatives to LIBOR, although the U.S. Federal
Reserve, in connection with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial
institutions, is considering replacing U.S. dollar LIBOR with the Secured Overnight Financing Rate (“SOFR”). Given
the inherent differences between LIBOR and SOFR, or any other alternative benchmark rate that may be established, there are many
uncertainties regarding a transition from LIBOR, including but not limited to the need to amend all contracts with LIBOR as the
referenced rate and how this will impact the cost of variable rate debt and
The
GDL Fund
Additional
Fund Information (Continued) (Unaudited)
certain
derivative financial instruments. In addition, SOFR or other replacement rates may fail to gain market acceptance. Any failure
of SOFR or alternative reference rates to gain market acceptance could adversely affect the return on, value of and market for
securities linked to such rates.
Neither
the effect of the LIBOR transition process nor its ultimate success can yet be known. The transition process might lead to increased
volatility and illiquidity in markets for, and reduce the effectiveness of, new hedges placed against, instruments whose terms
currently include LIBOR. While some existing LIBOR-based instruments may contemplate a scenario where LIBOR is no longer available
by providing for an alternative rate-setting methodology, there may be significant uncertainty regarding the effectiveness of
any such alternative methodologies to replicate LIBOR. Not all existing LIBOR-based instruments may have alternative rate-setting
provisions and there remains uncertainty regarding the willingness and ability of issuers to add alternative rate-setting provisions
in certain existing instruments. Moreover, these alternative rate-setting provisions may not be designed for regular use in an
environment where LIBOR ceases to be published, and may be an ineffective fallback following the discontinuation of LIBOR.
In
addition, a liquid market for newly-issued instruments that use a reference rate other than LIBOR still may be developing. There
may also be challenges for the Fund to enter into hedging transactions against such newly-issued instruments until a market for
such hedging transactions develops. All of the aforementioned may adversely affect the Fund’s performance or net asset value.
Corporate
Bonds Risk (Principal). The
market value of a corporate bond generally may be expected to rise and fall inversely with interest rates. The market value of
intermediate and longer term corporate bonds is generally more sensitive to changes in interest rates than is the market value
of shorter term corporate bonds. The market value of a corporate bond also may be affected by factors directly related to the
issuer, such as investors' perceptions of the creditworthiness of the issuer, the issuer's financial performance, perceptions
of the issuer in the market place, performance of management of the issuer, the issuer's capital structure and use of financial
leverage and demand for the issuer's goods and services. Certain risks associated with investments in corporate bonds are described
elsewhere in this Annual Report in further detail, including under "— General Risks — Fixed Income Securities
Risks — Credit Risk," "— General Risks—Fixed Income Securities Risks— Interest Rate Risk"
and "— General Risks—Fixed Income Securities Risks—Prepayment Risk." There is a risk that the issuers
of corporate bonds may not be able to meet their obligations on interest or principal payments at the time called for by an instrument.
Corporate bonds of below investment grade quality are often high risk and have speculative characteristics and may be particularly
susceptible to adverse issuer-specific developments. Corporate bonds of below investment grade quality are subject to the risks
described herein under "—Non- Investment Grade Securities."
Non-Investment
Grade Securities (Principal). The
Fund may invest in below investment-grade securities, also known as "high-yield" securities or "junk" bonds.
These securities, which may be preferred stock or debt, are predominantly speculative and involve major risk exposure to adverse
conditions. Securities that are rated lower than "BBB" by S&P or lower than "Baa" by Moody's (or unrated
debt securities of comparable quality) are referred to in the financial press as "junk bonds" or "high-yield"
securities and generally pay a premium above
The
GDL Fund
Additional
Fund Information (Continued) (Unaudited)
the
yields of U.S. government securities or debt securities of investment grade issuers because they are subject to greater risks
than these securities. These risks, which reflect their speculative character, include the following:
| ● | greater
credit risk and risk of default; |
| ● | potentially
greater sensitivity to general economic or industry conditions; |
| ● | potential
lack of attractive resale opportunities (illiquidity); and |
| ● | additional
expenses to seek recovery from issuers who default. |
In
addition, the market value of securities in non-investment grade categories is more volatile than that of higher quality securities,
and the markets in which such lower rated or unrated securities are traded are more limited than those in which higher rated securities
are traded. The existence of limited markets may make it more difficult for the Fund to obtain accurate market quotations for
purposes of valuing its portfolio and calculating its net asset value. Moreover, the lack of a liquid trading market may restrict
the availability of securities for the Fund to purchase and may also have the effect of limiting the ability of the Fund to sell
securities at their fair value to respond to changes in the economy or the financial markets.
Ratings
are relative and subjective and not absolute standards of quality. Securities ratings are based largely on the issuer's historical
financial condition and the rating agencies' analysis at the time of rating. Consequently, the rating assigned to any particular
security is not necessarily a reflection of the issuer's current financial condition.
The
Fund may purchase securities of companies that are experiencing significant financial or business difficulties, including companies
involved in bankruptcy or other reorganization and liquidation proceedings. Although such investments may result in significant
financial returns to the Fund, they involve a substantial degree of risk. The level of analytical sophistication, both financial
and legal, necessary for successful investments in issuers experiencing significant business and financial difficulties is unusually
high. There can be no assurance that the Fund will correctly evaluate the value of the assets collateralizing its investments
or the prospects for a successful reorganization or similar action. In any reorganization or liquidation proceeding relating to
a portfolio investment, the Fund may lose all or part of its investment or may be required to accept collateral with a value less
than the amount of the Fund's initial investment.
As
part of its investments in non-investment grade securities, the Fund may invest without limit in securities of issuers in default.
The Fund will make an investment in securities of issuers in default only when the Investment Adviser believes that such issuers
will honor their obligations or emerge from bankruptcy protection and the value of these securities will appreciate. By investing
in securities of issuers in default, the Fund bears the risk that these issuers will not continue to honor their obligations or
emerge from bankruptcy protection or that the value of the securities will not appreciate.
In
addition to using statistical rating agencies and other sources, the Investment Adviser will also perform its own analysis of
issuers in seeking investments that it believes to be underrated (and thus higher yielding) in light of the financial condition
of the issuer. Its analysis of issuers may include, among other things, current and anticipated cash flow and borrowing requirements,
value of assets in relation to historical cost, strength of management, responsiveness to business conditions, credit standing
and current anticipated results of
The
GDL Fund
Additional
Fund Information (Continued) (Unaudited)
operations.
In selecting investments for the Fund, the Investment Adviser may also consider general business conditions, anticipated changes
in interest rates and the outlook for specific industries.
Subsequent
to its purchase by the Fund, an issue of securities may cease to be rated or its rating may be reduced. In addition, it is possible
that statistical rating agencies might change their ratings of a particular issue to reflect subsequent events on a timely basis.
Moreover, such ratings do not assess the risk of a decline in market value. None of these events will require the sale of the
securities by the Fund, although the Investment Adviser will consider these events in determining whether the Fund should continue
to hold the securities.
Fixed
income securities, including non-investment grade securities and comparable unrated securities, frequently have call or buy-back
features that permit their issuers to call or repurchase the securities from their holders, such as the Fund. If an issuer exercises
these rights during periods of declining interest rates, the Fund may have to replace the security with a lower yielding security,
thus resulting in a decreased return for the Fund.
The
market for non-investment grade and comparable unrated securities has experienced period of significantly adverse price and liquidity
several times, particularly at or around times of economic recession. Past market recessions have adversely affected the value
of such securities and the ability of certain issuers of such securities to repay principal and pay interest thereon or to refinance
such securities. The market for those securities may react in a similar fashion in the future.
U.S.
Government Securities and Credit Rating Downgrade Risk (Non-Principal). The
Fund may invest in direct obligations of the government of the United States or its agencies. Obligations issued or
guaranteed by the U.S. government, its agencies, authorities and instrumentalities and backed by the full faith and credit of
the U.S. guarantee only that principal and interest will be timely paid to holders of the securities. These entities do not
guarantee that the value of such obligations will increase, and, in fact, the market values of such obligations may
fluctuate. In addition, not all U.S. government securities are backed by the full faith and credit of the United States; some
are the obligation solely of the entity through which they are issued. There is no guarantee that the U.S. government would
provide financial support to its agencies and instrumentalities if not required to do so by law.
In
2011, S&P lowered its long term sovereign credit rating on the U.S. to "AA+" from "AAA." The downgrade
by S&P increased volatility in both stock and bond markets, resulting in higher interest rates and higher Treasury yields,
and increased the costs of all kinds of debt. Repeat occurrences of similar events could have significant adverse effects on the
U.S. economy generally and could result in significant adverse impacts on issuers of securities held by the Fund itself. The Investment
Adviser cannot predict the effects of similar events in the future on the U.S. economy and securities markets or on the Fund's
portfolio. The Investment Adviser monitors developments and seeks to manage the Fund's portfolio in a manner consistent with achieving
the Fund's investment objective, but there can be no assurance that it will be successful in doing so and the Investment Adviser
may not timely anticipate or manage existing, new or additional risks, contingencies or developments.
Significant
Holdings Risk (Principal). The Fund may invest up to 25% of its total assets in securities of a single industry. Should
the Fund choose to do so, the net asset value of the Fund will be more susceptible to factors affecting those particular types
of companies, which, depending on the particular industry, may include, among others: governmental regulation; inflation; cost
increases in raw materials, fuel and other operating expenses; technological innovations that may render existing products and
equipment obsolete; and increasing interest
The
GDL Fund
Additional Fund Information (Continued) (Unaudited)
rates
resulting in high interest costs on borrowings needed for capital investment, including costs associated with compliance with
environmental and other regulations. In such circumstances the Fund’s investments may be subject to greater risk and market
fluctuation than a fund that had securities representing a broader range of industries.
Foreign
Securities Risk (Principal). Investments
in the securities of foreign issuers involve certain considerations and risks not ordinarily associated with investments in securities
of domestic issuers and such securities may be more volatile than those of issuers located in the United States. Foreign companies
are not generally subject to uniform accounting, auditing and financial standards and requirements comparable to those applicable
to U.S. companies. Foreign securities exchanges, brokers and listed companies may be subject to less government supervision and
regulation than exists in the United States. Dividend and interest income may be subject to withholding and other foreign taxes,
which may adversely affect the net return on such investments. There may be difficulty in obtaining or enforcing a court judgment
abroad. In addition, it may be difficult to effect repatriation of capital invested in certain countries. In addition, with respect
to certain countries, there are risks of expropriation, confiscatory taxation, political or social instability or diplomatic developments
that could affect assets of the Fund held in foreign countries. Dividend income the Fund receives from foreign securities may
not be eligible for the special tax treatment applicable to qualified dividend income. Moreover, certain equity investments in
foreign issuers classified as passive foreign investment companies may be subject to additional taxation risk.
There
may be less publicly available information about a foreign company than a U.S. company. Foreign securities markets may have substantially
less volume than U.S. securities markets and some foreign company securities are less liquid than securities of otherwise comparable
U.S. companies. A portfolio of foreign securities may also be adversely affected by fluctuations in the rates of exchange between
the currencies of different nations and by exchange control regulations. Foreign markets also have different clearance and settlement
procedures that could cause the Fund to encounter difficulties in purchasing and selling securities on such markets and may result
in the Fund missing attractive investment opportunities or experiencing loss. In addition, a portfolio that includes foreign securities
can expect to have a higher expense ratio because of the increased transaction costs on non-U.S. securities markets and the increased
costs of maintaining the custody of foreign securities.
The
Fund also may purchase ADRs or U.S. dollar-denominated securities of foreign issuers. ADRs are receipts issued by U.S. banks or
trust companies in respect of securities of foreign issuers held on deposit for use in the U.S. securities markets. While ADRs
may not necessarily be denominated in the same currency as the securities into which they may be converted, many of the risks
associated with foreign securities may also apply to ADRs. In addition, the underlying issuers of certain depositary receipts,
particularly unsponsored or unregistered depositary receipts, are under no obligation to distribute shareholder communications
to the holders of such receipts, or to pass through to them any voting rights with respect to the deposited securities.
The
following provides more detail on certain pronounced risks with foreign investing:
| ● | Foreign
Currency Risk. The Fund may invest in companies whose securities are denominated
or quot-ed in currencies other than U.S. dollars or have significant operations or markets
outside of the United States. In such instances, the Fund will be exposed to currency
risk, including the risk of fluctuations in the exchange rate between U.S. dollars (in
which the Fund’s shares are denominated) and such foreign currencies, the risk
of currency devaluations and the risks of non-exchangeability and blockage. As non- |
The
GDL Fund
Additional Fund Information (Continued) (Unaudited)
U.S.
securities may be purchased with and payable in currencies of countries other than the U.S. dollar, the value of these assets
measured in U.S. dollars may be affected favorably or unfavorably by changes in currency rates and exchange control regulations.
Fluctuations in currency rates may adversely affect the ability of the Investment Adviser to acquire such securities at advantageous
prices and may also adversely affect the performance of such assets.
Certain
non-U.S. currencies, primarily in developing countries, have been devalued in the past and might face devaluation in the future.
Currency devaluations generally have a significant and adverse impact on the devaluing country’s economy in the short and
intermediate term and on the financial condition and results of companies’ operations in that country. Currency devaluations
may also be accompanied by significant declines in the values and liquidity of equity and debt securities of affected governmental
and private sector entities generally. To the extent that affected companies have obligations denominated in currencies other
than the devalued currency, those companies may also have difficulty in meeting those obligations under such circumstances, which
in turn could have an adverse effect upon the value of the Fund’s investments in such companies. There can be no assurance
that current or future developments with respect to foreign currency devaluations will not impair the Fund’s investment
flexibility, its ability to achieve its investment objective or the value of certain of its foreign currency-denominated investments.
| ● | Tax
Consequences of Foreign Investing. The Fund’s transactions in foreign currencies,
foreign curren-cy-denominated debt obligations and certain foreign currency options,
futures contracts and forward contracts (and similar instruments) may give rise to ordinary
income or loss to the extent such income or loss results from fluctuations in the value
of the foreign currency concerned. This treatment could increase or decrease the Fund’s
ordinary income distributions to you, and may cause some or all of the Fund’s previously
distributed income to be classified as a return of capital. In certain cases, the Fund
may make an election to treat gain or loss attributable to certain investments as capital
gain or loss. |
| ● | EMU
and Redenomination Risk. As the European debt crisis progressed, the possibility
of one or more Eurozone countries exiting the European Monetary Union (“EMU”),
or even the collapse of the Euro as a common currency, arose, creating significant volatility
at times in currency and financial markets gener-ally. The effects of the collapse of
the Euro, or of the exit of one or more countries from the EMU, on the U.S. and global
economies and securities markets are impossible to predict and any such events could
have a significant adverse impact on the value and risk profile of the Fund’s portfolio.
Any partial or com-plete dissolution of the EMU could have significant adverse effects
on currency and financial markets, and on the values of the Fund’s portfolio investments.
If one or more EMU countries were to stop using the Euro as its primary currency, the
Fund’s investments in such countries may be redenominated into a different or newly
adopted currency. As a result, the value of those investments could decline significantly
and unpredictably. In addition, securities or other investments that are redenominated
may be subject to foreign currency risk, liquidity risk and valuation risk to a greater
extent than similar investments currently denominated in Euros. To the extent a currency
used for redenomination purposes is not specified in respect of certain EMU-related investments,
or should the Euro cease to be used entirely, the currency in which such investments
are denominated may be unclear, making such investments particularly difficult |
The
GDL Fund
Additional Fund Information (Continued) (Unaudited)
to
value or dispose of. The Fund may incur additional expenses to the extent it is required to seek judicial or other clarification
of the denomination or value of such securities.
| ● | Emerging
Markets Risk. The considerations noted above in “Foreign Securities Risk”
are generally inten-sified for investments in emerging market countries. Emerging market
countries typically have economic and political systems that are less fully developed,
and can be expected to be less stable than those of more developed countries. Investing
in securities of companies in emerging markets may entail special risks relating to potential
political and economic instability and the risks of expropriation, nationalization, confiscation
or the imposition of restrictions on foreign investment, the lack of hedging instruments
and restrictions on repatriation of capital invested. Economies of such countries can
be subject to rapid and unpredictable rates of inflation or deflation. Emerging securities
markets are substantially smaller, less developed, less liquid and more volatile than
the major securities markets. The limited size of emerg-ing securities markets and limited
trading volume compared to the volume of trading in U.S. securities could cause prices
to be erratic for reasons apart from factors that affect the quality of the securities.
For example, limited market size may cause prices to be unduly influenced by traders
who control large positions. Adverse publicity and investors’ perceptions, whether
or not based on fundamental analysis, may decrease the value and liquidity of portfolio
securities, especially in these markets. |
Other
risks include high concentration of market capitalization and trading volume in a small number of issuers representing a limited
number of industries, as well as a high concentration of investors and financial intermediaries; overdependence on exports, including
gold and natural resources exports, making these economies vulnerable to changes in commodity prices; overburdened infrastructure
and obsolete or unseasoned financial systems; environmental problems; less developed legal systems; and less reliable securities
custodial services and settlement practices. Certain emerging markets may also face other significant internal or external risks,
including the risk of war and civil unrest. For all of these reasons, investments in emerging markets may be considered speculative.
| ● | Eurozone
Risk. A number of countries in the EU have experienced, and may continue to experience,
severe economic and financial difficulties, increasing the risk of investing in the European
markets. In particular, many EU nations are susceptible to economic risks associated
with high levels of debt, notably due to investments in sovereign debt of countries such
as Greece, Italy, Spain, Portugal, and Ireland. As a result, financial markets in the
EU have been subject to increased volatility and declines in asset values and liquidity.
Responses to these financial problems by European governments, central banks, and others,
including austerity measures and reforms, may not work, may result in social unrest,
and may limit future growth and economic recovery or have other unintended consequences.
Further defaults or restructurings by governments and others of their debt could have
additional adverse effects on economies, financial markets, and asset valuations around
the world. Greece, Ireland, and Portugal have already received one or more “bailouts”
from other Eurozone member states, and it is unclear how much additional funding they
will require or if additional Eurozone member states will require bailouts in the future.
One or more other countries may also abandon the euro and/or withdraw from the EU, placing
its currency and banking system in jeopardy. The impact of these actions, especially
if they occur in a disorderly fashion, is not clear but could be significant and far-reaching. |
| ● | Brexit
Risk. On January 31, 2020, the United Kingdom officially withdrew from the EU, commonly
referred to as “Brexit”. Following a transition period, the United Kingdom
and the EU signed a Trade and |
The
GDL Fund
Additional Fund Information (Continued) (Unaudited)
Cooperation
Agreement (“UK/EU Trade Agreement”), which came into full force on May 1, 2021 and set out the foundation of the economic
and legal framework for trade between the United Kingdom and the EU. As the UK/EU Trade Agreement is a new legal framework, the
implementation of the UK/EU Trade Agreement may result in uncertainty in its application and periods of volatility in both the
United Kingdom and wider European markets. The United Kingdom’s exit from the EU is expected to result in additional trade
costs and disruptions in this trading relationship. Furthermore, there is the possibility that either party may impose tariffs
on trade in the future in the event that regulatory standards between the EU and the UK diverge. The terms of the future relationship
may cause continued uncertainty in the global financial markets, and adversely affect our ability, and the ability of our portfolio
companies, to execute our respective strategies and to receive attractive returns.
In
particular, currency volatility may mean that our returns and the returns of our portfolio companies will be adversely affected
by market movements and may make it more difficult, or more expensive, for us to implement appropriate currency hedging. Potential
declines in the value of the British Pound and/or the euro against other currencies, along with the potential downgrading of the
United Kingdom’s sovereign credit rating, may also have an impact on the performance of any of our portfolio companies located
in the United Kingdom or Europe.
In
addition, certain European countries have experienced negative interest rates on certain fixed-income instruments. A negative
interest rate policy is an unconventional central bank monetary policy tool where nominal target interest rates are set with a
negative value (i.e., below zero percent) intended to help create self-sustaining growth in the local economy. Negative interest
rates may result in heightened market volatility and may detract from the Fund’s performance to the extent the Fund is exposed
to such interest rates. Among other things, these developments have adversely affected the value and exchange rate of the euro
and pound sterling, and may continue to significantly affect the economies of all EU countries, which in turn may have a material
adverse effect on the Fund’s investments in such countries, other countries that depend on EU countries for significant
amounts of trade or investment, or issuers with exposure to debt issued by certain EU countries.
To
the extent the Fund has exposure to European markets or to transactions tied to the value of the euro, these events could negatively
affect the value and liquidity of the Fund’s investments. All of these developments may continue to significantly affect
the economies of all EU countries, which in turn may have a material adverse effect on the Fund’s investments in such countries,
other countries that depend on EU countries for significant amounts of trade or investment, or issuers with exposure to debt issued
by certain EU countries.
Restricted
and Illiquid Securities Risk (Principal). Unregistered
securities are securities that cannot be sold publicly in the United States without registration under the Securities Act. An
illiquid investment is a security or other investment that cannot be disposed of within seven days in the ordinary course of business
at approximately the value at which the Fund has valued the investment. Unregistered securities often can be resold only in privately
negotiated transactions with a limited number of purchasers or in a public offering registered under the Securities Act. Considerable
delay could be encountered in either event and, unless otherwise contractually provided for, the Fund’s proceeds upon sale
may be reduced by the costs of registration or underwriting discounts. The difficulties and delays associated with such transactions
could result in the Fund’s inability to realize a favorable price upon disposition of unregistered securities, and at times
might make disposition of such securities impossible. The Fund may be unable to sell illiquid investments when it desires to do
so, resulting in the Fund obtaining a lower price or being required to retain the investment. Illiquid investments generally must
The
GDL Fund
Additional Fund Information (Continued) (Unaudited)
be
valued at fair value, which is inherently less precise than utilizing market values for liquid investments, and may lead to differences
between the price at which a security is valued for determining the Fund’s net asset value and the price the Fund actually
receives upon sale.
Short
Sales Risk (Principal).
Short-selling involves selling securities which
may or may not be owned and borrowing the same securities for delivery to the purchaser, with an obligation to replace the borrowed
securities at a later date. If the price of the security sold short increases between the time of the short sale and the time
the Fund replaces the borrowed security, the Fund will incur a loss; conversely, if the price declines, the Fund will realize
a capital gain. Any gain will be decreased, and any loss will be increased, by the transaction costs incurred by the Fund, including
the costs associated with providing collateral to the broker-dealer (usually cash and liquid securities) and the maintenance of
collateral with its custodian. Although the Fund’s gain is limited to the price at which it sold the security short, its
potential loss is theoretically unlimited.
Short-selling
necessarily involves certain additional risks. However, if the short seller does not own the securities sold short (an uncovered
short sale), the borrowed securities must be replaced by securities purchased at market prices in order to close out the short
position, and any appreciation in the price of the borrowed securities would result in a loss. Uncovered short sales expose the
Fund to the risk of uncapped losses until a position can be closed out due to the lack of an upper limit on the price to which
a security may rise. Purchasing securities to close out the short position can itself cause the price of the securities to rise
further, thereby exacerbating the loss. There is the risk that the securities borrowed by the Fund in connection with a short-sale
must be returned to the securities lender on short notice. If a request for return of borrowed securities occurs at a time when
other short-sellers of the security are receiving similar requests, a “short squeeze” can occur, and the Fund may
be compelled to replace borrowed securities previously sold short with purchases on the open market at the most disadvantageous
time, possibly at prices significantly in excess of the proceeds received at the time the securities were originally sold short.
In
September 2008, in response to spreading turmoil in the financial markets, the SEC temporarily banned short selling in the
stocks of numerous financial services companies, and also promulgated new disclosure requirements with respect to short
positions held by investment managers. The SEC’s temporary ban on short selling of such stocks has since expired, but
should similar restrictions and/or additional disclosure requirements be promulgated, especially if market turmoil occurs,
the Fund may be forced to cover short positions more quickly than otherwise intended and may suffer losses as a result. Such
restrictions may also adversely affect the ability of the Fund to execute its investment strategies generally. Similar
emergency orders were also instituted in non-U.S. markets in response to increased volatility. The Fund’s
ability to engage in short sales is also restricted by various regulatory requirements relating to short sales.
Leverage
Risk (Principal). The Fund currently uses
financial leverage for investment purposes by issuing preferred shares and is also permitted to use other types of financial leverage,
such as through the issuance of debt securities or additional preferred shares and borrowing from financial institutions. As provided
in the 1940 Act and subject to certain exceptions, the Fund may issue additional senior securities (which may be stock, such as
preferred shares, and/or securities representing debt) only if immediately after such issuance the value of the Fund’s total
assets, less certain ordinary course liabilities, exceeds 300% of the amount of the debt outstanding and exceeds 200% of the amount
of preferred shares and debt outstanding. As of December 31, 2021, the amount of leverage represented approximately 19% of the
Fund’s assets.
The
GDL Fund
Additional Fund Information (Continued) (Unaudited)
The
Fund’s leveraged capital structure creates special risks not associated with unleveraged funds having a similar investment
objective and policies. These include the possibility of greater loss and the likelihood of higher volatility of the net asset
value of the Fund and the asset coverage for any preferred shares or debt outstanding. Such volatility may increase the likelihood
of the Fund having to sell investments in order to meet its obligations to make distributions on the preferred shares or principal
or interest payments on debt securities, or to redeem preferred shares or repay debt when it may be disadvantageous to do so.
The Fund’s use of leverage may require it to sell portfolio investments at inopportune times in order to raise cash to redeem
preferred shares or otherwise de-leverage so as to maintain required asset coverage amounts or comply with the mandatory redemption
terms of the outstanding preferred shares. The use of leverage magnifies both the favorable and unfavorable effects of price movements
in the investments made by the Fund. To the extent that the Fund employs leverage in its investment operations, the Fund is subject
to substantial risk of loss. The Fund cannot assure you that borrowings or the issuance of notes or preferred shares will result
in a higher yield or return to the holders of the common shares. Also, to the extent the Fund utilizes leverage, a decline in
net asset value could affect the ability of the Fund to make common share distributions and such a failure to make distributions
could result in the Fund ceasing to qualify as a RIC under the Code. For more information regarding the risks of a leverage capital
structure to holders of the Fund’s common shares, see “— Special Risks to Holder of Common Shares—Leverage
Risk.”
Special
Risks Related to Investment in Derivatives (Non-Principal). The
Fund may participate in derivative transactions. Such transactions entail certain execution, market, liquidity, counterparty,
correlation, volatility, hedging and tax risks. Participation in the options or futures markets, in currency exchange transactions
and in other derivatives transactions involves investment risks and transaction costs to which the Fund would not be subject absent
the use of these strategies. If the Investment Adviser’s prediction of movements in the direction of the securities, foreign
currency, interest rate or other referenced instruments or markets is inaccurate, the consequences to the Fund may leave the Fund
in a worse position than if it had not used such strategies. Risks inherent in the use of options, swaps, foreign currency, futures
contracts and options on futures contracts, securities indices and foreign currencies include:
| ● | dependence
on the Investment Adviser’s ability to predict correctly movements in the direction
of the relevant measure; |
| ● | imperfect
correlation between the price of the derivative instrument and movements in the prices
of the referenced assets; |
| ● | the
fact that skills needed to use these strategies are different from those needed to select
portfolio securities; |
| ● | the
possible absence of a liquid secondary market for any particular instrument at any time; |
| ● | the
possible need to defer closing out certain positions to avoid adverse tax consequences; |
| ● | the
possible inability of the Fund to purchase or sell a security or instrument at a time
that otherwise would be favorable for it to do so, or the possible need for the Fund
to sell a security or instrument at a disadvantageous time due to a need for the Fund
to maintain “cover” or to segregate securities in con-nection with the hedging
techniques; and |
| ● | the
creditworthiness of counterparties. |
The
GDL Fund
Additional Fund Information (Continued) (Unaudited)
Options,
futures contracts, swaps contracts, and options thereon and forward contracts on securities and currencies may be traded on foreign
exchanges. Such transactions may not be regulated as effectively as similar transactions in the United States, may not involve
a clearing mechanism and related guarantees, and are subject to the risk of governmental actions affecting trading in, or the
prices of, foreign securities. The value of such positions also could be adversely affected by (i) other complex foreign political,
legal and economic factors, (ii) lesser availability than in the United States of data on which to make trading decisions, (iii)
delays in the ability of the Fund to act upon economic events occurring in the foreign markets during non-business hours in the
United States, (iv) the imposition of different exercise and settlement terms and procedures and margin requirements than in the
United States and (v) less trading volume. Exchanges on which options, futures, swaps and options on futures or swaps are traded
may impose limits on the positions that the Fund may take in certain circumstances.
Many
OTC derivatives are valued on the basis of dealers’ pricing of these instruments. However, the price at which dealers value
a particular derivative and the price which the same dealers would actually be willing to pay for such derivative should the Fund
wish or be forced to sell such position may be materially different. Such differences can result in an overstatement of the Fund’s
net asset value and may materially adversely affect the Fund in situations in which the Fund is required to sell derivative instruments.
Exchange-traded derivatives and OTC derivative transactions submitted for clearing through a central counterparty have become
subject to minimum initial and variation margin requirements set by the relevant clearinghouse, as well as possible margin requirements
mandated by the SEC or the CFTC. These regulators also have broad discretion to impose margin requirements on non-cleared OTC
derivatives. These margin requirements will increase the overall costs for the Fund.
While
hedging can reduce or eliminate losses, it can also reduce or eliminate gains. Hedges are sometimes subject to imperfect matching
between the derivative and the underlying security, and there can be no assurance that the Fund’s hedging transactions will
be effective.
Derivatives
may give rise to a form of leverage and may expose the Fund to greater risk and increase its costs. Recent legislation calls for
new regulation of the derivatives markets. The extent and impact of the regulation is not yet known and may not be known for some
time. New regulation may make derivatives more costly, may limit the availability of derivatives, or may otherwise adversely affect
the value or performance of derivatives.
Counterparty
Risk (Non-Principal). The Fund will be subject
to credit risk with respect to the counterparties to the derivative contracts purchased by the Fund. If a counterparty becomes
bankrupt or otherwise fails to perform its obligations under a derivative contract due to financial difficulties, the Fund may
experience significant delays in obtaining any recovery under the derivative contract in bankruptcy or other reorganization proceeding.
The Fund may obtain only a limited recovery or may obtain no recovery in such circumstances.
The
counterparty risk for cleared derivatives is generally lower than for uncleared OTC derivative transactions since generally a
clearing organization becomes substituted for each counterparty to a cleared derivative contract and, in effect, guarantees the
parties’ performance under the contract as each party to a trade looks only to the clearing organization for performance
of financial obligations under the derivative contract. However, there can be no assurance that a clearing organization, or its
members, will satisfy its obligations to the Fund, or that the Fund would be able to recover the full amount of assets deposited
on its behalf with the clearing
The
GDL Fund
Additional Fund Information (Continued) (Unaudited)
organization
in the event of the default by the clearing organization or the Fund’s clearing broker. In addition, cleared derivative
transactions benefit from daily marking-to-market and settlement, and segregation and minimum capital requirements applicable
to intermediaries. Uncleared OTC derivative transactions generally do not benefit from such protections. This exposes the Fund
to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute
over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Fund to
suffer a loss. Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene
to prevent settlement, or where the Fund has concentrated its transactions with a single or small group of counterparties.
Failure
of Futures Commission Merchants and Clearing Organizations Risk (Principal). The Fund may deposit funds required to margin
open positions in the derivative instruments subject to the CEA with a clearing broker registered as a “futures commission
merchant” (“FCM”). The CEA requires an FCM to segregate all funds received from customers with respect to any
orders for the purchase or sale of U.S. domestic futures contracts and cleared swaps from the FCM’s proprietary assets.
Similarly, the CEA requires each FCM to hold in a separate secure account all funds received from customers with respect to any
orders for the purchase or sale of foreign futures contracts and segregate any such funds from the funds received with respect
to domestic futures contracts. However, all funds and other property received by a clearing broker from its customers are held
by the clearing broker on a commingled basis in an omnibus account and may be invested by the clearing broker in certain instruments
permitted under the applicable regulation. There is a risk that assets deposited by the Fund with any swaps or futures clearing
broker as margin for futures contracts may, in certain circumstances, be used to satisfy losses of other clients of the Fund’s
clearing broker. In addition, the assets of the Fund may not be fully protected in the event of the clearing broker’s bankruptcy,
as the Fund would be limited to recovering only a pro rata share of all available funds segregated on behalf of the clearing broker’s
combined domestic customer accounts.
Similarly,
the CEA requires a clearing organization approved by the CFTC as a derivatives clearing organization to segregate all funds and
other property received from a clearing member’s clients in connection with domestic futures, swaps and options contracts
from any funds held at the clearing organization to support the clearing member’s proprietary trading. Nevertheless, with
respect to futures contracts and options on futures, a clearing organization may use assets of a non-defaulting customer held
in an omnibus account at the clearing organization to satisfy losses in that account resulting from the default by another customer
on its payment obligations that leads to the clearing member’s default to the clearing organization. As a result, in the
situation of a double default by a customer of the Fund’s clearing member and the clearing member itself with respect to
payment obligations on the customer’s futures or options on futures, there is a risk that the Fund’s assets in an
omnibus account with the clearing organization may be used to satisfy losses from the double default and that the Fund may not
recover the full amount of any such assets.
Swaps
Risk (Principal). Swap agreements are two-party contracts entered into primarily by institutional investors for periods
ranging from a few weeks to more than one year. In a standard “swap” transaction, two parties agree to exchange the
returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments. The gross
returns to be exchanged or “swapped” between the parties are calculated with respect to a “notional amount,”
i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular
foreign currency, or in a “basket” of securities
The
GDL Fund
Additional Fund Information (Continued) (Unaudited)
representing
a particular index. The “notional amount” of the swap agreement is only a fictive basis on which to calculate the
obligations that the parties to a swap agreement have agreed to exchange.
Historically,
swap transactions have been individually negotiated non-standardized transactions entered into in OTC markets and have not been
subject to the same type of government regulation as exchange-traded instruments. However, the OTC derivatives markets have recently
become subject to comprehensive statutes and regulations. In particular, in the U.S., the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010 (the “Dodd-Frank Act”) requires that certain derivatives with U.S. persons must be executed
on a regulated market and a substantial portion of OTC derivatives must be submitted for clearing to regulated clearinghouses.
As a result, swap transactions entered into by the Fund may become subject to various requirements applicable to swaps under the
Dodd-Frank Act, including clearing, exchange-execution, reporting and recordkeeping requirements, which may make it more difficult
and costly for the Fund to enter into swap transactions and may also render certain strategies in which the Fund might otherwise
engage impossible or so costly that they will no longer be economical to implement. Furthermore, the number of counterparties
that may be willing to enter into swap transactions with the Fund may also be limited if the swap transactions with the Fund are
subject to the swap regulation under the Dodd-Frank Act.
Swap
agreements will tend to shift the Fund’s investment exposure from one type of investment to another. For example, if the
Fund agreed to pay fixed rates in exchange for floating rates while holding fixed-rate bonds, the swap would tend to decrease
the Fund’s exposure to long term interest rates. Caps and floors have an effect similar to buying or writing options. Depending
on how they are used, swap agreements may increase or decrease the overall volatility of the Fund’s investments and its
share price and yield. The most significant factor in the performance of swap agreements is the change in the specific interest
rate, currency, or other factors that determine the amounts of payments due to and from the Fund. If a swap agreement calls for
payments by the Fund, the Fund must be prepared to make such payments when due.
The
Fund may enter into swap agreements that would calculate the obligations of the parties to the agreements on a “net”
basis. Consequently, the Fund’s obligations (or rights) under a swap agreement will generally be equal only to the net amount
to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the
“net amount”). The Fund’s obligations under a swap agreement will be accrued daily (offset against any amounts
owing to the Fund) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by the maintenance of liquid
assets in accordance with SEC staff positions on the subject.
The
Fund’s use of swap agreements may not be successful in furthering its investment objective, as the Investment Adviser may
not accurately predict whether certain types of investments are likely to produce greater returns than other investments. Moreover,
swap agreements involve the risk that the party with whom a Fund has entered into the swap will default on its obligation to pay
a Fund and the risk that a Fund will not be able to meet its obligations to pay the other party to the agreement. The Fund may
be able to eliminate its exposure under a swap agreement either by assignment or other disposition, or by entering into an offsetting
swap agreement with the same party or a similarly creditworthy party.
Forward
Foreign Currency Exchange Contracts (Principal). The Fund may enter into forward foreign currency exchange contracts to
protect the value of its portfolio against uncertainty in the level of future currency
The
GDL Fund
Additional Fund Information (Continued) (Unaudited)
exchange
rates between a particular foreign currency and the U.S. dollar or between foreign currencies in which its securities are or may
be denominated. The Fund may enter into such contracts on a spot (i.e., cash) basis at the rate then prevailing in the currency
exchange market or on a forward basis by entering into a forward contract to purchase or sell currency. A forward contract on
foreign currency is an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days
agreed upon by the parties from the date of the contract at a price set on the date of the contract. Forward currency contracts
(i) are traded in a market conducted directly between currency traders (typically, commercial banks or other financial institutions)
and their customers, (ii) generally have no deposit requirements and (iii) are typically consummated without payment of any commissions.
The Fund, however, may enter into forward currency contracts requiring deposits or involving the payment of commissions.
The
dealings of the Fund in forward foreign exchange are limited to hedging involving either specific transactions or portfolio positions.
Transaction hedging is the purchase or sale of one forward foreign currency for another currency with respect to specific receivables
or payables of the Fund accruing in connection with the purchase and sale of its portfolio securities or its payment of distributions.
Position hedging is the purchase or sale of one forward foreign currency for another currency with respect to portfolio security
positions denominated or quoted in the foreign currency to offset the effect of an anticipated substantial appreciation or depreciation,
respectively, in the value of the currency relative to the U.S. dollar. In this situation, the Fund also may, for example, enter
into a forward contract to sell or purchase a different foreign currency for a fixed U.S. dollar amount when it is believed that
the U.S. dollar value of the currency to be sold or bought pursuant to the forward contract will fall or rise, as the case may
be, whenever there is a decline or increase, respectively, in the U.S. dollar value of the currency in which its portfolio securities
are denominated (this practice being referred to as a “cross-hedge”).
In
hedging a specific transaction, the Fund may enter into a forward contract with respect to either the currency in which the transaction
is denominated or another currency deemed appropriate by the Investment Adviser. The amount the Fund may invest in forward currency
contracts is limited to the amount of its aggregate investments in foreign currencies.
The
use of forward currency contracts may involve certain risks, including the failure of the counterparty to perform its obligations
under the contract, and such use may not serve as a complete hedge because of an imperfect correlation between movements in the
prices of the contracts and the prices of the currencies hedged or used for cover. The Fund will only enter into forward currency
contracts with parties that the Investment Adviser believes to be creditworthy institutions.
Under
current interpretations of the SEC and its staff under the 1940 Act, the Fund must segregate with its custodian liquid assets,
or engage in other SEC or staff approved measures, to “cover” open positions in certain types of derivative instruments.
The purpose of these requirements is to prevent the Fund from incurring excessive leverage through such instruments. In the case
of futures and forward contracts, for example, that are not required as a result of one or more contractual arrangements to settle
for cash only in an amount equal to the change in value of the contract over its term but rather may settle through physical delivery
or in the notional amount, the Fund must segregate liquid assets equal to such contract’s full notional value while it has
an open long position, or is equal to the market value of the contract in the case of an open short position. With respect to
contracts that the Fund is contractually obligated to settle for cash in an amount equal to the change in value of the contract,
the Fund needs to segregate liquid assets only in an amount equal to the Fund’s unpaid mark
The
GDL Fund
Additional Fund Information (Continued) (Unaudited)
to
market obligation rather than the entire notional amount. This is because the Fund’s maximum potential obligation at that
point in time is its net unpaid mark to market obligation rather than the full notional amount.
Futures
Contracts and Options on Futures (Principal). Futures and options on futures entail certain risks, including but not limited
to the following: no assurance that futures contracts or options on futures can be offset at favorable prices; possible reduction
of the yield of the Fund due to the use of hedging; possible reduction in value of both the securities hedged and the hedging
instrument; possible lack of liquidity due to daily limits on price fluctuations; imperfect correlation between the contracts
and the securities being hedged; losses from investing in futures transactions that are potentially unlimited; and the segregation
requirements for such transactions.
Options
Risk (Principal). To the extent that the Fund purchases options pursuant to a hedging strategy, the Fund will be subject
to the following additional risks. If a put or call option purchased by the Fund is not sold when it has remaining value, and
if the market price of the underlying security remains equal to or greater than the exercise price (in the case of a put), or
remains less than or equal to the exercise price (in the case of a call), the Fund will lose its entire investment in the option.
Where
a put or call option on a particular security is purchased to hedge against price movements in that or a related security, the
price of the put or call option may move more or less than the price of the security. If restrictions on exercise are imposed,
the Fund may be unable to exercise an option it has purchased. If the Fund is unable to close out an option that it has purchased
on a security, it will have to exercise the option in order to realize any profit or the option may expire worthless.
Dodd-Frank
Act Risk (Non-Principal). Title VII of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank
Act) (the “Derivatives Title”) imposed a new regulatory structure on derivatives markets, with particular emphasis
on swaps and security-based swaps (collectively “swaps”), which are subject to oversight by the CFTC and by the SEC,
respectively. The regulatory framework covers a broad range of swap market participants, including banks, non-banks, credit unions,
insurance companies, broker-dealers and investment advisers.
The
SEC, other U.S. regulators, and to a lesser extent the CFTC (the “Regulators”) still are in the process of adopting
regulations, making determinations and providing guidance to implement the Derivatives Title, though certain aspects of the new
regulatory structure are substantially complete. Until the Regulators complete their rulemaking efforts, the full extent to which
the Derivatives Title and the rules adopted thereunder will impact the Funds is unclear. It is possible that the continued development
of this new regulatory structure for swaps may jeopardize certain trades and/or trading strategies that may be employed by the
Fund, or at least make them more costly.
Current
regulations require the mandatory central clearing and mandatory exchange trading of particular types of interest rate swaps and
index credit default swaps (together, “Covered Swaps”). Together, these new regulatory requirements change a fund’s
trading of Covered Swaps. With respect to mandatory central clearing, each Fund is now required to clear its Covered Swaps through
a clearing broker, which requires, among other things, posting initial margin and variation margin to the Fund’s clearing
broker in order to enter into and maintain positions in Covered Swaps. With respect to mandatory exchange trading, the Fund may
be required to become a participant of a type of execution platform called a swap execution facility (“SEF”) or may
be required to access
The
GDL Fund
Additional Fund Information (Continued) (Unaudited)
the
SEF through an intermediary (such as an executing broker) in order to be able to trade Covered Swaps for a Fund. In either scenario,
the Fund may incur additional legal and compliance costs and transaction fees. Just as with the other regulatory changes imposed
as a result of the implementation of the Derivatives Title, the increased costs and fees associated with trading Covered Swaps
may jeopardize certain trades and/or trading strategies that may be employed by the Fund, or at least make them more costly.
Additionally,
the Regulators have finalized regulations with a phased implementation that may require swap dealers to collect from, and post
to, a Fund variation margin (and initial margin, if a Fund exceeds a specified exposure threshold) for uncleared derivatives transactions
in certain circumstances. U.S. federal banking regulators have also finalized regulations that would impose upon swap dealers
new capital requirements. The CFTC and SEC have adopted capital requirements for swap dealers, and the SEC has finalized its uncleared
margin rules. Such requirements may make certain types of trades and/or trading strategies more costly or impermissible.
There
may be market dislocations due to uncertainty during the implementation period of any new regulation and the Fund cannot know
how the derivatives market will adjust to new regulations. Until the Regulators complete the rulemaking process for the Derivatives
Title, it is unknown the extent to which such risks may materialize.
Market
Discount Risk (Principal). Whether investors will realize gains or losses upon the sale of securities of the Fund will
depend upon the market price of the securities at the time of sale, which may be less or more than the Fund’s net asset
value per share or the liquidation value of any Fund preferred shares issued. Since the market price of any additional securities
the Fund may issue will be affected by such factors as the Fund’s dividend and distribution levels (which are in turn affected
by expenses), dividend and distribution stability, net asset value, market liquidity, the relative demand for and supply of such
securities in the market, general market and economic conditions and other factors beyond the control of the Fund, we cannot predict
whether any such securities will trade at, below or above net asset value or at, below or above their public offering price or
at, below or above their liquidation value, as applicable. For example, common shares of closed-end funds often trade at a discount
to their net asset values and the Fund’s common shares may trade at such a discount. This risk may be greater for investors
expecting to sell their securities of the Fund soon after the completion of a public offering for such securities. The risk of
a market price discount from net asset value is separate and in addition to the risk that net asset value itself may decline.
The Fund’s securities are designed primarily for long term investors, and investors in the shares should not view the Fund
as a vehicle for trading purposes.
Long
Term Objective; Not a Complete Investment Program (Principal). The Fund is intended for investors seeking long term growth
of capital. The Fund is not meant to provide a vehicle for those who wish to exploit short term swings in the stock market. An
investment in shares of the Fund should not be considered a complete investment program. Each shareholder should take into account
the Fund’s investment objective as well as the shareholder’s other investments when considering an investment in the
Fund.
Management
Risk (Principal). The Fund is subject to management risk because it is an actively managed portfolio. The Investment Adviser
will apply investment techniques and risk analyses in making investment decisions for the Fund, but there can be no guarantee
that these will produce the desired results.
The
GDL Fund
Additional Fund Information (Continued) (Unaudited)
Dependence
on Key Personnel (Principal). The Investment Adviser is dependent upon the expertise of Mr. Mario J. Gabelli in providing
advisory services with respect to the Fund’s investments. If the Investment Adviser were to lose the services of Mr. Gabelli,
its ability to service the Fund could be adversely affected. There can be no assurance that a suitable replacement could be found
for Mr. Gabelli in the event of his death, resignation, retirement or inability to act on behalf of the Investment Adviser.
Market
Disruption and Geopolitical Risk (Principal). The occurrence of events similar to those in recent years, such as localized
wars, instability, new and ongoing pandemics (such as COVID-19), epidemics or outbreaks of infectious diseases in certain parts
of the world, natural/environmental disasters, terrorist attacks in the United States and around the world, social and political
discord, debt crises sovereign debt downgrades, increasingly strained relations between the United States and a number of foreign
countries, new and continued political unrest in various countries, the exit or potential exit of one or more countries from the
EU or the EMU, continued changes in the balance of political power among and within the branches of the U.S. government, government
shutdowns, among others, may result in market volatility, may have long term effects on the U.S. and worldwide financial markets,
and may cause further economic uncertainties in the United States and worldwide.
The
current contentious domestic political environment, as well as political and diplomatic events within the United States and abroad,
such as the U.S. government’s inability at times to agree on a long-term budget and deficit reduction plan, may in the future
result in additional government shutdowns, which could have a material adverse effect on the Fund’s investments and operations.
In addition, the Fund’s ability to raise additional capital in the future through the sale of securities could be materially
affected by a government shutdown. Additional and/or prolonged U.S. government shutdowns may affect investor and consumer confidence
and may adversely impact financial markets and the broader economy, perhaps suddenly and to a significant degree.
While
the extreme volatility and disruption that U.S. and global markets experienced for an extended period of time beginning in 2007
and 2008 had, until the recent coronavirus (COVID-19) outbreak, generally subsided, uncertainty and periods of volatility still
remain, and risks to a robust resumption of growth persist. Federal Reserve policy, including with respect to certain interest
rates, may adversely affect the value, volatility and liquidity of dividend and interest paying securities. Market volatility,
dramatic changes to interest rates and/or a return to unfavorable economic conditions may lower the Fund’s performance or
impair the Fund’s ability to achieve its investment objective.
The
occurrence of any of the above events could have a significant adverse impact on the value and risk profile of the Fund’s
portfolio. The Fund does not know how long the securities markets may be impacted by similar events and cannot predict the effects
of similar events in the future on the U.S. economy and securities markets. There can be no assurance that similar events and
other market disruptions will not have other material and adverse implications.
As
previously discussed, Brexit has led to volatility in the financial markets of the UK and more broadly across Europe and may also
lead to weakening in consumer, corporate and financial confidence in such markets. The decision made in the British referendum
may also lead to a call for similar referendums in other European jurisdictions which may cause increased economic volatility
in the European and global markets. This mid- to long-term uncertainty may have an adverse effect on the economy generally and
on the ability of the Fund and its investments to execute its respective strategies and to receive attractive returns. In particular,
currency
The
GDL Fund
Additional Fund Information (Continued) (Unaudited)
volatility
may mean that the returns of the Fund and its investments are adversely affected by market movements and may make it more difficult,
or more expensive, for the Fund to execute prudent currency hedging policies. Potential decline in the value of the British Pound
and/or the Euro against other currencies, along with the potential downgrading of the UK’s sovereign credit rating, may
also have an impact on the performance of portfolio companies or investments located in the UK or Europe. In light of the above,
no definitive assessment can currently be made regarding the impact that Brexit will have on the Fund, its investments or its
organization more generally.
In
addition, the rules dealing with the U.S. federal income taxation are constantly under review by persons involved in the legislative
process and by the IRS and the U.S. Treasury Department. The Tax Cuts and Jobs Act made substantial changes to the Code. Among
those changes were a significant permanent reduction in the generally applicable corporate tax rate, changes in the taxation of
individuals and other non-corporate taxpayers that generally but not universally reduce their taxes on a temporary basis subject
to “sunset” provisions, the elimination or modification of various previously allowed deductions (including substantial
limitations on the deductibility of interest and, in the case of individuals, the deduction for personal state and local taxes),
certain additional limitations on the deduction of net operating losses, certain preferential rates of taxation on certain dividends
and certain business income derived by non-corporate taxpayers in comparison to other ordinary income recognized by such taxpayers,
and significant changes to the international tax rules. In addition, the Biden administration has indicated that it intends to
modify key aspects of the Code, including by increasing corporate and individual tax rates. The effect of these and other changes
is uncertain, both in terms of the direct effect on the taxation of an investment in the Fund’s shares and their indirect
effect on the value of the Fund’s assets, the Fund’s shares or market conditions generally.
Regulation
and Government Intervention Risk (Principal). The global financial crisis has led the U.S. government and certain foreign
governments to take a number of unprecedented actions designed to support certain financial institutions and segments of the financial
markets that experienced extreme volatility, and in some cases a lack of liquidity, including through direct purchases of equity
and debt securities. Federal, state and other governments and certain foreign governments and their regulatory agencies or self-regulatory
organizations may take legislative and regulatory actions that affect the regulation of the instruments in which the Fund invests,
or the issuers of such instruments, in ways that are unforeseeable. Such legislation or regulation may change the way in which
the Fund is regulated and could limit or preclude the Fund’s ability to achieve its investment objective.
The
SEC and its staff are reportedly engaged in various initiatives and reviews that seek to improve and modernize the regulatory
structure governing investment companies. These efforts appear to be focused on risk identification and controls in various areas,
including embedded leverage through the use of derivatives and other trading practices, cybersecurity, liquidity, valuation, enhanced
regulatory and public reporting requirements and the evaluation of systemic risks. Any new rules, guidance or regulatory initiatives
resulting from these efforts could increase the Fund’s expenses and impact its returns to shareholders or, in the extreme
case, impact or limit the Fund’s use of various portfolio management strategies or techniques and adversely impact the Fund.
On
October 28, 2020, the SEC adopted new regulations governing the use of derivatives by registered investment companies (“Rule
18f-4”). The Fund will be required to implement and comply with Rule 18f-4 by August 19, 2022. Once implemented, Rule 18f-4
will impose limits on the amount of derivatives a fund can enter into,
The
GDL Fund
Additional Fund Information (Continued) (Unaudited)
eliminate
the asset segregation framework currently used by funds to comply with Section 18 of the 1940 Act, treat derivatives as senior
securities so that a failure to comply with the limits would result in a statutory violation and require funds whose use of derivatives
is more than a limited specified exposure amount to establish and maintain a comprehensive derivatives risk management program
and appoint a derivatives risk manager.
In
the aftermath of the global financial crisis, there appears to be a renewed popular, political and judicial focus on finance related
consumer protection. Financial institution practices are also subject to greater scrutiny and criticism generally. In the case
of transactions between financial institutions and the general public, there may be a greater tendency toward strict interpretation
of terms and legal rights in favor of the consuming public, particularly where there is a real or perceived disparity in risk
allocation and/or where consumers are perceived as not having had an opportunity to exercise informed consent to the transaction.
In the event of conflicting interests between retail investors holding common shares of a closed-end investment company such as
the Fund and a large financial institution, a court may similarly seek to strictly interpret terms and legal rights in favor of
retail investors.
Changes
enacted by the current presidential administration could significantly impact the regulation of financial markets in United States.
Areas subject to potential change, amendment or repeal include trade and foreign policy, corporate tax rates, energy and infrastructure
policies, the environment and sustainability, criminal and social justice initiatives, immigration, healthcare and the oversight
of certain federal financial regulatory agencies and the Federal Reserve. Certain of these changes can, and have, been effectuated
through executive order. For example, the current administration has taken steps to address the COVID-19 pandemic, rejoin the
Paris climate accord of 2015, cancel the Keystone XL pipeline and change immigration enforcement priorities. Other potential changes
that could be pursued by the current presidential administration could include an increase in the corporate income tax rate; changes
to regulatory enforcement priorities; and spending on clean energy and infrastructure. It is not possible to predict which, if
any, of these actions will be taken or, if taken, their effect on the economy, securities markets or the financial stability of
the United States. The Fund may be affected by governmental action in ways that are not foreseeable, and there is a possibility
that such actions could have a significant adverse effect on the Fund and its ability to achieve its investment objective.
The
Fund may be affected by governmental action in ways that are not foreseeable, and there is a possibility that such actions could
have a significant adverse effect on the Fund and its ability to achieve its investment objective.
Additional
risks arising from the differences in expressed policy preferences among the various constituencies in the branches of the U.S.
government have led in the past, and may lead in the future, to short term or prolonged policy impasses, which could, and have,
resulted in shutdowns of the U.S. federal government. U.S. federal government shutdowns, especially prolonged shutdowns, could
have a significant adverse impact on the economy in general and could impair the ability of issuers to raise capital in the securities
markets. Any of these effects could have an adverse impact on companies in the Fund’s portfolios and consequently on the
value of their securities and the Fund’s net asset values.
Deflation
Risk (Non-Principal). Deflation risk is the risk that prices throughout the economy decline over time, which may have
an adverse effect on the market valuation of companies, their assets and their revenues. In
The
GDL Fund
Additional Fund Information (Continued) (Unaudited)
addition,
deflation may have an adverse effect on the creditworthiness of issuers and may make issuer default more likely, which may result
in a decline in the value of the Fund’s portfolio.
Legislation
Risk (Non-Principal). At any time after the date of this Annual Report, legislation may be enacted that could negatively
affect the assets of the Fund. Legislation or regulation may change the way in which the Fund itself is regulated. The Investment
Adviser cannot predict the effects of any new governmental regulation that may be implemented and there can be no assurance that
any new governmental regulation will not adversely affect the Fund’s ability to achieve its investment objective.
Reliance
on Service Providers Risk (Non-Principal). The Fund must rely upon the performance of service providers to perform certain
functions, which may include functions that are integral to the Fund’s operations and financial performance. Failure by
any service provider to carry out its obligations to the Fund in accordance with the terms of its appointment, to exercise due
care and skill or to perform its obligations to the Fund at all as a result of insolvency, bankruptcy or other causes could have
a material adverse effect on the Fund’s performance and returns to shareholders. The termination of the Fund’s relationship
with any service provider, or any delay in appointing a replacement for such service provider, could materially disrupt the business
of the Fund and could have a material adverse effect on the Fund’s performance and returns to shareholders.
Cyber
Security Risk (Principal). The Fund and its service providers are susceptible to cyber security risks that include, among
other things, theft, unauthorized monitoring, release, misuse, loss, destruction or corruption of confidential and highly restricted
data; denial of service attacks; unauthorized access to relevant systems, compromises to networks or devices that the Fund and
its service providers use to service the Fund’s operations; or operational disruption or failures in the physical infrastructure
or operating systems that support the Fund and its service providers. Cyber attacks against or security breakdowns of the Fund
or its service providers may adversely impact the Fund and its stockholders, potentially resulting in, among other things, financial
losses; the inability of Fund stockholders to transact business and the Fund to process transactions; inability to calculate the
Fund’s NAV; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement
or other compensation costs; and/or additional compliance costs. The Fund may incur additional costs for cyber security risk management
and remediation purposes. In addition, cyber security risks may also impact issuers of securities in which the Fund invests, which
may cause the Fund’s investment in such issuers to lose value. There have been a number of recent highly publicized cases
of companies reporting the unauthorized disclosure of client or customer information, as well as cyberattacks involving the dissemination,
theft and destruction of corporate information or other assets, as a result of failure to follow procedures by employees or contractors
or as a result of actions by third parties, including actions by terrorist organizations and hostile foreign governments. Although
service providers typically have policies and procedures, business continuity plans and/or risk management systems intended to
identify and mitigate cyber incidents, there are inherent limitations in such plans and systems including the possibility that
certain risks have not been identified. Furthermore, the Fund cannot control the cyber security policies, plans and systems put
in place by its service providers or any other third parties whose operations may affect the Fund or its shareholders. There can
be no assurance that the Fund or its service providers will not suffer losses relating to cyber attacks or other information security
breaches in the future.
Because
technology is consistently changing, new ways to carry out cyber attacks are always developing. Therefore, there is a chance that
some risks have not been identified or prepared for, or that an attack may not
The
GDL Fund
Additional Fund Information (Continued) (Unaudited)
be
detected, which puts limitations on the Fund’s ability to plan for or respond to a cyber attack. In addition to deliberate
cyber attacks, unintentional cyber incidents can occur, such as the inadvertent release of confidential information by the Fund
or its service providers. Like other funds and business enterprises, the Fund and its service providers are subject to the risk
of cyber incidents occurring from time to time.
Misconduct
of Employees and of Service Providers Risk (Non-Principal). Misconduct or misrepresentations by employees of the Investment
Adviser or the Fund’s service providers could cause significant losses to the Fund. Employee misconduct may include binding
the Fund to transactions that exceed authorized limits or present unacceptable risks and unauthorized trading activities, concealing
unsuccessful trading activities (which, in any case, may result in unknown and unmanaged risks or losses) or making misrepresentations
regarding any of the foregoing. Losses could also result from actions by the Fund’s service providers, including, without
limitation, failing to recognize trades and misappropriating assets. In addition, employees and service providers may improperly
use or disclose confidential information, which could result in litigation or serious financial harm, including limiting the Fund’s
business prospects or future marketing activities. Despite the Investment Adviser’s due diligence efforts, misconduct and
intentional misrepresentations may be undetected or not fully comprehended, thereby potentially undermining the Investment Adviser’s
due diligence efforts. As a result, no assurances can be given that the due diligence performed by the Investment Adviser will
identify or prevent any such misconduct.
Portfolio
Turnover Risk (Principal). The Fund’s annual portfolio turnover rate may vary greatly from year to year, as well
as within a given year. Portfolio turnover rate is not considered a limiting factor in the execution of investment decisions for
the Fund. A higher portfolio turnover rate results in correspondingly greater brokerage commissions and other transactional expenses
that are borne by the Fund. High portfolio turnover may result in an increased realization of net short term capital gains by
the Fund which, when distributed to common shareholders, will be taxable as ordinary income. Additionally, in a declining market,
portfolio turnover may create realized capital losses.
Investment
Dilution Risk (Principal). The Fund’s investors do not have preemptive rights to any shares the Fund may issue in
the future. The Fund’s Declaration of Trust authorizes it to issue an unlimited number of shares. The Board may make certain
amendments to the Declaration of Trust. After an investor purchases shares, the Fund may sell additional shares or other classes
of shares in the future or issue equity interests in private offerings. To the extent the Fund issues additional equity interests
after an investor purchases its shares, such investor’s percentage ownership interest in the Fund will be diluted.
Legal,
Tax and Regulatory Risks (Principal). Legal, tax and regulatory changes could occur that may have material adverse effects
on the Fund. For example, the regulatory and tax environment for derivative instruments in which the Fund may participate is evolving,
and such changes in the regulation or taxation of derivative instruments may have material adverse effects on the value of derivative
instruments held by the Fund and the ability of the Fund to pursue its investment strategies.
We
cannot assure you what percentage of the distributions paid on the Fund’s shares, if any, will consist of tax-advantaged
qualified dividend income or long term capital gains or what the tax rates on various types of income will be in future years.
The
GDL Fund
Additional Fund Information (Continued) (Unaudited)
The
Fund has elected to qualify as a RIC under Subchapter M of the Code. Qualification requires, among other things, compliance by
the Fund with certain distribution requirements. Statutory limitations on distributions on the common shares if the Fund fails
to satisfy the 1940 Act’s asset coverage requirements could jeopardize the Fund’s ability to meet such distribution
requirements. To qualify and maintain its status as a RIC, the Fund must, among other things, derive in each taxable year at least
90% of its gross income from certain prescribed sources and distribute for each taxable year at least 90% of its “investment
company taxable income” (generally, ordinary income plus excess, if any, of net short term capital gain over net long term
capital loss). While the Fund presently intends to purchase or redeem notes or preferred shares, if any, to the extent necessary
in order to maintain compliance with such asset coverage requirements, there can be no assurance that such actions can be effected
in time to meet the Code requirements. If the Fund fails to qualify as a RIC for any reason, it will be subject to U.S. federal
income tax at regular corporate rates on all of its taxable income and gains. The resulting corporate taxes would materially reduce
the Fund’s net assets and the amount of cash available for distribution to holders of the Units.
Anti-Takeover
Provisions (Principal). The Agreement and Declaration of Trust and By-Laws of the Fund include provisions that could limit
the ability of other entities or persons to acquire control of the Fund or convert the Fund to an open-end fund.
Special
Risks to Holders of Notes (Principal)
An
investment in our notes is subject to special risks. Our notes are not likely to be listed on an exchange or automated quotation
system. We cannot assure you that any market will exist for our notes or if a market does exist, whether it will provide holders
with liquidity. Broker-dealers that maintain a secondary trading market for the notes are not required to maintain this market,
and the Fund is not required to redeem notes if an attempted secondary market sale fails because of a lack of buyers. To the extent
that our notes trade, they may trade at a price either higher or lower than their principal amount depending on interest rates,
the rating (if any) on such notes and other factors.
Special
Risks to Holders of Fixed Rate Preferred Shares (Principal)
Illiquidity
Prior to Exchange Listing. Prior to an offering, there will be no public market for any series of fixed rate preferred
shares. In the event any additional series of fixed rate preferred shares are issued, we expect to apply to list such shares on
a national securities exchange, which will likely be the NYSE. However, during an initial period, which is not expected to exceed
30 days after the date of initial issuance, such shares may not be listed on any securities exchange. During such period, the
underwriters may make a market in such shares, though they will have no obligation to do so. Consequently, an investment in such
shares may be illiquid during such period.
Market
Price Fluctuation. Fixed rate preferred shares may trade at a premium to or discount from liquidation value for various
reasons, including changes in interest rates, perceived credit quality and other factors.
Special
Risks to Holders of Notes and Preferred Shares (Principal)
Common
Share Repurchases. Repurchases of common shares by the Fund may reduce the net asset coverage of the notes and preferred
shares, which could adversely affect their liquidity or market prices.
The
GDL Fund
Additional Fund Information (Continued) (Unaudited)
Common
Share Distribution Policy. In the event the Fund does not generate a total return from dividends and interest received
and net realized capital gains in an amount at least equal to its distributions for a given year, the Fund may return capital
as part of its distribution. This would decrease the asset coverage per share with respect to the Fund’s notes or preferred
shares, which could adversely affect their liquidity or market prices.
For
the fiscal year ended December 31, 2021, the Fund made distributions of $0.48 per common share, approximately $0.28 of which constituted
a return of capital. The composition of each distribution is estimated based on earnings as of the record date for the distribution.
The actual composition of each distribution may change based on the Fund’s investment activity through the end of the calendar
year.
Credit
Quality Ratings. The Fund may obtain credit quality ratings for its preferred shares or notes, if desired; however, it
is not required to do so and may issue preferred shares or notes without any rating. If rated, the Fund does not impose any minimum
rating necessary to issue such preferred shares or notes. In order to obtain and maintain attractive credit quality ratings for
preferred shares or borrowings, if desired, the Fund’s portfolio must satisfy over-collateralization tests established by
the relevant rating agencies. These tests are more difficult to satisfy to the extent the Fund’s portfolio securities are
of lower credit quality, longer maturity or not diversified by issuer and industry.
These
guidelines could affect portfolio decisions and may be more stringent than those imposed by the 1940 Act. A rating (if any) by
a rating agency does not eliminate or necessarily mitigate the risks of investing in our preferred shares or notes, and a rating
may not fully or accurately reflect all of the securities’ credit risks. A rating (if any) does not address liquidity or
any other market risks of the securities being rated. A rating agency could downgrade the rating of our notes or preferred shares,
which may make such securities less liquid in the secondary market. If a rating agency downgrades the rating assigned to notes
or preferred shares, we may alter our portfolio or redeem the preferred securities or notes under certain circumstances.
Special
Risks of Notes to Holders of Preferred Shares (Principal)
As
provided in the 1940 Act, and subject to compliance with the Fund’s investment limitations, the Fund may issue notes. In
the event the Fund were to issue such securities, the Fund’s obligations to pay dividends or make distributions and, upon
liquidation of the Fund, liquidation payments in respect of its preferred shares would be subordinate to the Fund’s obligations
to make any principal and interest payments due and owing with respect to its outstanding notes. Accordingly, the Fund’s
issuance of notes would have the effect of creating special risks for the Fund’s preferred shareholders that would not be
present in a capital structure that did not include such securities.
Special
Risks to Holders of Common Shares (Principal)
Dilution
Risk. If the Fund determines to conduct a rights offering to subscribe for common shares, holders of common shares may
experience dilution of the aggregate net asset value of their common shares. Such dilution will depend upon whether (i) such shareholders
participate in the rights offering and (ii) the Fund’s net asset value per common share is above or below the subscription
price on the expiration date of the rights offering.
Shareholders
who do not exercise their subscription rights may, at the completion of such an offering, own a smaller proportional interest
in the Fund than if they exercised their subscription rights. As a result of such an offering, a shareholder may experience dilution
in net asset value per share if the subscription price per share
The
GDL Fund
Additional Fund Information (Continued) (Unaudited)
is
below the net asset value per share on the expiration date. If the subscription price per share is below the net asset value per
share of the Fund’s shares on the expiration date, a shareholder will experience an immediate dilution of the aggregate
net asset value of such shareholder’s shares if the shareholder does not participate in such an offering and the shareholder
will experience a reduction in the net asset value per share of such shareholder’s shares whether or not the shareholder
participates in such an offering. The Fund cannot state precisely the extent of this dilution (if any) if the shareholder does
not exercise such shareholder’s subscription rights because the Fund does not know what the net asset value per share will
be when the offer expires or what proportion of the subscription rights will be exercised.
Leverage
Risk. The Fund currently uses financial leverage for investment purposes by issuing preferred shares and is also permitted
to use other types of financial leverage, such as through the issuance of debt securities or additional preferred shares and borrowing
from financial institutions. As provided in the 1940 Act and subject to certain exceptions, the Fund may issue additional senior
securities (which may be stock, such as preferred shares, and/or securities representing debt) only if immediately after such
issuance the value of the Fund’s total assets, less certain ordinary course liabilities, exceeds 300% of the amount of the
debt outstanding and exceeds 200% of the amount of preferred shares and debt outstanding. As of December 31, 2021, the amount
of leverage represented approximately 19% of the Fund’s assets.
The
Fund’s leveraged capital structure creates special risks not associated with unleveraged funds having a similar investment
objective and policies. These include the possibility of greater loss and the likelihood of higher volatility of the net asset
value of the Fund and the asset coverage for the preferred shares. Such volatility may increase the likelihood of the Fund having
to sell investments in order to meet its obligations to make distributions on the preferred shares or principal or interest payments
on debt securities, or to redeem preferred shares or repay debt, when it may be disadvantageous to do so. The Fund’s use
of leverage may require it to sell portfolio investments at inopportune times in order to raise cash to redeem preferred shares
or otherwise de-leverage so as to maintain required asset coverage amounts or comply with the mandatory redemption terms of any
outstanding preferred shares. The use of leverage magnifies both the favorable and unfavorable effects of price movements in the
investments made by the Fund. To the extent that the Fund employs leverage in its investment operations, the Fund is subject to
substantial risk of loss. The Fund cannot assure you that borrowings or the issuance of preferred shares will result in a higher
yield or return to the holders of the common shares. Also, since the Fund utilizes leverage, a decline in net asset value could
affect the ability of the Fund to make common share distributions and such a failure to make distributions could result in the
Fund ceasing to qualify as a RIC under the Code.
Any
decline in the net asset value of the Fund’s investments would be borne entirely by the holders of common shares. Therefore,
if the market value of the Fund’s portfolio declines, the leverage will result in a greater decrease in net asset value
to the holders of common shares than if the Fund were not leveraged. This greater net asset value decrease will also tend to cause
a greater decline in the market price for the common shares. The Fund might be in danger of failing to maintain the required asset
coverage of its borrowings, notes or preferred shares or of losing its ratings on its notes or preferred shares or, in an extreme
case, the Fund’s current investment income might not be sufficient to meet the distribution or interest requirements on
the borrowings,
The
GDL Fund
Additional Fund Information (Continued) (Unaudited)
preferred
shares or notes. In order to counteract such an event, the Fund might need to liquidate investments in order to fund a redemption
or repayment of some or all of the borrowings, preferred shares or notes.
| ● | Preferred
Share and Note Risk. The issuance of preferred shares or notes causes the net asset
value and market value of the common shares to become more volatile. If the dividend
rate on the preferred shares or the interest rate on the notes approaches the net rate
of return on the Fund’s investment port-folio, the benefit of leverage to the
holders of the common shares would be reduced. If the dividend rate on the preferred
shares or the interest rate on the notes plus the management fee rate exceeds the net
rate of return on the Fund’s portfolio, the leverage will result in a lower rate
of return to the holders of common shares than if the Fund had not issued preferred shares
or notes. If the Fund has insufficient investment income and gains, all or a portion
of the distributions to preferred shareholders or interest payments to note holders would
come from the common shareholders’ capital. Such distributions and interest payments
reduce the net assets attributable to common shareholders. The Prospectus Supple-ment
relating to any sale of preferred shares will set forth dividend rate on such preferred
shares. |
In
addition, the Fund would pay (and the holders of common shares will bear) all costs and expenses relating to the issuance and
ongoing maintenance of the preferred shares or notes, including the advisory fees on the incremental assets attributable to the
preferred shares or notes.
Holders
of preferred shares and notes may have different interests than holders of common shares and may at times have disproportionate
influence over the Fund’s affairs. As provided in the 1940 Act and subject to certain exceptions, the Fund may issue senior
securities (which may be stock, such as preferred shares, and/or securities representing debt, such as notes) only if immediately
after the issuance the value of the Fund’s total assets, less certain ordinary course liabilities, exceeds 300% of the amount
of the debt outstanding (i.e., for every dollar of indebtedness outstanding, the Fund is required to have at least three dollars
of assets) and exceeds 200% of the amount of preferred shares and debt outstanding (i.e., for every dollar in liquidation preference
of preferred stock outstanding, the Fund is required to have two dollars of assets), which is referred to as the “asset
coverage” required by the 1940 Act. In the event the Fund fails to maintain an asset coverage of 100% for any notes outstanding
for certain periods of time, the 1940 Act requires that either an event of default be declared or that the holders of such notes
have the right to elect a majority of the Fund’s Trustees until asset coverage recovers to 110%. In addition, holders of
preferred shares, voting separately as a single class, have the right (subject to the rights of noteholders) to elect two members
of the Board at all times and in the event dividends become two full years in arrears would have the right to elect a majority
of the Trustees until such arrearage is completely eliminated. In addition, preferred shareholders have class voting rights on
certain matters, including changes in fundamental investment restrictions and conversion of the Fund to open-end status, and accordingly
can veto any such changes. Further, interest on notes will be payable when due as described in a Prospectus Supplement and if
the Fund does not pay interest when due, it will trigger an event of default and the Fund expects to be restricted from declaring
dividends and making other distributions with respect to common shares and preferred shares. Upon the occurrence and continuance
of an event of default, the holders of a majority in principal amount of a series of outstanding notes or the trustee will be
able to declare the principal amount of that series of notes immediately due and payable upon written notice to the Fund. The
1940 Act also generally restricts the Fund from declaring distributions on, or repurchasing, common or preferred shares unless
notes have
The
GDL Fund
Additional Fund Information (Continued) (Unaudited)
an
asset coverage of 300% (200% in the case of declaring distributions on preferred shares). The Fund’s common shares are structurally
subordinated as to income and residual value to any preferred shares or notes in the Fund’s capital structure, in terms
of priority to income and payment in liquidation. See “Description of the Securities—Preferred Shares” and “Description
of the Securities—Notes.”
Restrictions
imposed on the declarations and payment of dividends or other distributions to the holders of the Fund’s common shares and
preferred shares, both by the 1940 Act and by requirements imposed by rating agencies, might impair the Fund’s ability to
maintain its qualification as a RIC for U.S. federal income tax purposes. While the Fund intends to redeem its preferred shares
or notes to the extent necessary to enable the Fund to distribute its income as required to maintain its qualification as a RIC
under the Code, there can be no assurance that such actions can be effected in time to meet the Code requirements.
| ● | Portfolio
Guidelines of Rating Agencies for Preferred Shares and/or Credit Facility. In order
to obtain and maintain attractive credit quality ratings for Preferred shares or notes,
the Fund must comply with investment quality, diversification and other guidelines established
by the relevant rating agencies. These guidelines could affect portfolio decisions and
may be more stringent than those imposed by the 1940 Act. In the event that a rating
on the Fund’s preferred shares or notes is lowered or withdrawn by the relevant
rating agency, the Fund may also be required to redeem all or part of its outstanding
preferred shares or notes, and the common shares of the Fund will lose the potential
benefits associated with a leveraged capital structure. |
| ● | Impact
on Common Shares. Assuming that leverage will (1) be equal in amount to approximately
19% of the Fund’s total net assets (the Fund’s average amount of outstanding
financial leverage during the fiscal year ended December 31, 2021), and (2) charge interest
or involve dividend payments at a projected blended annual average leverage dividend
or interest rate of 4.00%, (the average dividend rate on the Fund’s outstanding
financial leverage during the fiscal year ended December 31, 2021) then the total re-turn generated by the Fund’s portfolio (net of estimated expenses) must exceed
approximately 0.80% in order to cover such interest or dividend payments and other expenses
specifically related to leverage. Of course, these numbers are merely estimates, used
for illustration. Actual dividend rates, interest or pay-ment rates may vary frequently
and may be significantly higher or lower than the rate estimated above. The following
table is furnished in response to requirements of the SEC. It is designed to illustrate
the effect of leverage on common share total return, assuming investment portfolio total
returns (comprised of net investment income of the Fund, realized gains or losses of
the Fund and changes in the value of the securities held in the Fund’s portfolio)
of -10%, -5%, 0%, 5% and 10%. These assumed investment portfolio returns are hypothetical
figures and are not necessarily indicative of the investment portfolio returns experienced
or expected to be experienced by the Fund. The table further reflects leverage rep-resenting
19% of the Fund’s total assets (the Fund’s average amount of outstanding
financial leverage during the fiscal year ended December 31, 2021), the Fund’s
current projected blended annual average leverage dividend or interest rate of 4.00%
(the average dividend rate on the Fund’s outstanding financial leverage during
the fiscal year ended December 31, 2021), a base management fee at an annual rate of
0.50% and a performance fee at an annual rate of 0.79% and estimated annual incremental
expenses attributable to any outstanding preferred shares of 0.04% of the Fund’s
net assets attributable to com- |
The
GDL Fund
Additional Fund Information (Continued) (Unaudited)
mon
shares. These assumed investment portfolio returns are hypothetical figures and are not necessar-ily indicative of the investment
portfolio returns experienced or expected to be experienced by the Fund.
| Assumed
Return on Portfolio (Net of Expenses) |
(10)% |
(5)% |
0% |
5% |
10% |
| Corresponding
Return to Common Shareholder |
(13.47)% |
(7.28)% |
(1.10)% |
5.08% |
11.26% |
Common
share total return is composed of two elements—the common share distributions paid by the Fund (the amount of which is largely
determined by the taxable income of the Fund (including realized gains or losses) after paying interest on any debt and/or dividends
on any preferred shares) and unrealized gains or losses on the value of the securities the Fund owns. As required by SEC rules,
the table assumes that the Fund is more likely to suffer capital losses than to enjoy total return. For example, to assume a total
return of 0% the Fund must assume that the income it receives on its investments is entirely offset by expenses and losses in
the value of those investments.
Market
Discount Risk. As described above in “–General
Risks—Market Discount Risk,” common shares of closed-end funds often trade at a discount to their net asset values
and the Fund’s common shares may trade at such a discount. This risk may be greater for investors expecting to sell their
common shares of the Fund soon after completion of a public offering. The common shares of the Fund are designed primarily for
long term investors and investors in the shares should not view the Fund as a vehicle for trading purposes.
Special
Risk to Holders of Subscription Rights (Principal)
There
is a risk that changes in market conditions may result in the underlying common or preferred shares purchaseable upon exercise
of the subscription rights being less attractive to investors at the conclusion of the subscription period. This may reduce or
eliminate the value of the subscription rights. Investors who receive subscription rights may find that there is no market to
sell rights they do not wish to exercise. If investors exercise only a portion of the rights, the number of common or preferred
shares issued may be reduced, and the common or preferred shares may trade at less favorable prices than larger offerings for
similar securities.
INVESTMENT
POLICIES
Additional
Investment Policies
Options.
The Fund may purchase or write call or put options on securities or indices.
In
the case of call options, the exercise prices are referred to as “in-the-money,” “at-the-money,” and “out-of-the-money,” respectively. The Fund may write (a) in-the-money call options when the Investment Adviser expects that the
price of the underlying security will remain stable or decline during the option period, (b) at-the-money call options when the
Investment Adviser expects that the price of the underlying security will remain stable, decline, or advance moderately during
the option period, and (c) out-of-the-money call options when
The
GDL Fund
Additional Fund Information (Continued) (Unaudited)
the
Investment Adviser expects that the premiums received from writing the call option will be greater than the appreciation in the
price of the underlying security above the exercise price. By writing a call option, the Fund limits its opportunity to profit
from any increase in the market value of the underlying security above the exercise price of the option. Out-of-the-money, at-the-money,
and in-the-money put options (the reverse of call options as to the relation of exercise price to market price) may be utilized
in the same market environments that such call options are used in equivalent transactions.
Options
on Securities Indices. The Fund may purchase and sell securities index options. One effect of such transactions may be
to hedge all or part of the Fund’s securities holdings against a general decline in the securities market or a segment of
the securities market. Options on securities indices are similar to options on stocks except that, rather than the right to take
or make delivery of stock at a specified price, an option on a securities index gives the holder the right to receive, upon exercise
of the option, an amount of cash if the closing level of the securities index upon which the option is based is greater than,
in the case of a call option, or less than, in the case of a put option, the exercise price of the option.
The
Fund’s successful use of options on indices depends upon its ability to predict the direction of the market and is subject
to various additional risks. The correlation between movements in the index and the price of the securities being hedged against
is imperfect and the risk from imperfect correlation increases as the composition of the Fund diverges from the composition of
the relevant index. Accordingly, a decrease in the value of the securities being hedged against may not be wholly offset by a
gain on the exercise or sale of a securities index put option held by the Fund.
Options
on Foreign Currencies. Instead of purchasing or selling currency futures (as described below), the Fund may attempt to
accomplish similar objectives by purchasing put or call options on currencies or by writing put options or call options on currencies
either on exchanges or in over-the-counter (“OTC”) markets. A put option gives the Fund the right to sell a currency
at the exercise price until the option expires. A call option gives the Fund the right to purchase a currency at the exercise
price until the option expires. Both types of options serve to insure against adverse currency price movements in the underlying
portfolio assets designated in a given currency. The Fund’s use of options on currencies will be subject to the same limitations
as its use of options on securities, described above and in the Prospectus. Currency options may be subject to position limits
which may limit the ability of the Fund to fully hedge its positions by purchasing the options.
As
in the case of interest rate futures contracts and options thereon, described below, the Fund may hedge against the risk of a
decrease or increase in the U.S. dollar value of a foreign currency denominated debt security which the Fund owns or intends to
acquire by purchasing or selling options contracts, futures contracts or options thereon with respect to a foreign currency other
than the foreign currency in which such debt security is denominated, where the values of such different currencies (vis-à-vis
the U.S. dollar) historically have a high degree of positive correlation.
Futures
Contracts and Options on Futures. The Fund may purchase and sell financial futures contracts and options thereon which
are traded on a commodities exchange or board of trade for certain hedging and risk management purposes. A financial futures contract
is an agreement to purchase or sell an agreed amount of securities or currencies at a set price for delivery in the future. These
futures contracts and related options may be on debt securities, financial indices, securities indices, U.S. government securities
and foreign currencies.
The
GDL Fund
Additional Fund Information (Continued) (Unaudited)
A
“sale” of a futures contract (or a “short” futures position) means the assumption of a contractual obligation
to deliver the securities underlying the contract at a specified price at a specified future time. A “purchase” of
a futures contract (or a “long” futures position) means the assumption of a contractual obligation to acquire the
securities underlying the contract at a specified price at a specified future time. Certain futures contracts, including stock
and bond index futures, are settled on a net cash payment basis rather than by the sale and delivery of the securities underlying
the futures contracts.
No
consideration will be paid or received by the Fund upon the purchase or sale of a futures contract. Initially, the Fund will be
required to deposit with the broker an amount of cash or cash equivalents equal to approximately 1% to 10% of the contract amount
(this amount is subject to change by the exchange or board of trade on which the contract is traded and brokers or members of
such board of trade may charge a higher amount). This amount is known as the “initial margin” and is in the nature
of a performance bond or good faith deposit on the contract. Subsequent payments, known as “variation margin,” to
and from the broker will be made daily as the price of the index or security underlying the futures contract fluctuates. At any
time prior to the expiration of the futures contract, the Fund may elect to close the position by taking an opposite position,
which will operate to terminate its existing position in the contract.
An
option on a futures contract gives the purchaser the right, in return for the premium paid, to assume a position in a futures
contract at a specified exercise price at any time prior to the expiration of the option. Upon exercise of an option, the delivery
of the futures position by the writer of the option to the holder of the option will be accompanied by delivery of the accumulated
balance in the writer’s futures margin account attributable to that contract, which represents the amount by which the market
price of the futures contract exceeds, in the case of a call option, or is less than, in the case of a put option, the exercise
price of the option on the futures contract. The potential loss related to the purchase of an option on a futures contract is
limited to the premium paid for the option (plus transaction costs). Because the value of the option purchased is fixed at the
point of sale, there are no daily cash payments by the purchaser to reflect changes in the value of the underlying contract; however,
the value of the option does change daily and that change would be reflected in the net assets of the Fund.
Futures
and options on futures entail certain risks, including but not limited to the following: no assurance that futures contracts or
options on futures can be offset at favorable prices, possible reduction of the yield of the Fund due to the use of hedging, possible
reduction in value of both the securities hedged and the hedging instrument, possible lack of liquidity due to daily limits on
price fluctuations, imperfect correlation between the contracts and the securities being hedged, losses from investing in futures
transactions that are potentially unlimited and the segregation requirements described below.
In
the event the Fund sells a put option or enters into long futures contracts, under current interpretations of the 1940 Act, an
amount of cash, U.S. government securities or other liquid assets equal to the market value of the contract must be deposited
and maintained in a segregated account with the Fund’s custodian to collateralize the positions, in order for the Fund to
avoid being treated as having issued a senior security in the amount of its obligations. For short positions in futures contracts
and sales of call options, the Fund may establish a segregated account (not with a futures commission merchant or broker) with
cash, U.S. government securities or other liquid assets that, when added to amounts deposited with a futures commission merchant
or a broker as margin, equal the market value of the instruments or currency underlying the futures contracts or
The
GDL Fund
Additional Fund Information (Continued) (Unaudited)
call
options, respectively (but are no less than the stock price of the call option or the market price at which the short positions
were established).
Interest
Rate Futures Contracts and Options Thereon. The Fund may purchase or sell interest rate futures contracts to take advantage
of or to protect the Fund against fluctuations in interest rates affecting the value of debt securities which the Fund holds or
intends to acquire. For example, if interest rates are expected to increase, the Fund might sell futures contracts on debt securities,
the values of which historically have a high degree of positive correlation to the values of the Fund’s portfolio securities.
Such a sale would have an effect similar to selling an equivalent value of the Fund’s portfolio securities. If interest
rates increase, the value of the Fund’s portfolio securities will decline, but the value of the futures contracts to the
Fund will increase at approximately an equivalent rate thereby keeping the net asset value of the Fund from declining as much
as it otherwise would have. The Fund could accomplish similar results by selling debt securities with longer maturities and investing
in debt securities with shorter maturities when interest rates are expected to increase. However, since the futures market may
be more liquid than the cash market, the use of futures contracts as a risk management technique allows the Fund to maintain a
defensive position without having to sell its portfolio securities.
Similarly,
the Fund may purchase interest rate futures contracts when it is expected that interest rates may decline. The purchase of futures
contracts for this purpose constitutes a hedge against increases in the price of debt securities (caused by declining interest
rates) which the Fund intends to acquire. Since fluctuations in the value of appropriately selected futures contracts should approximate
that of the debt securities that will be purchased, the Fund can take advantage of the anticipated rise in the cost of the debt
securities without actually buying them. Subsequently, the Fund can make its intended purchase of the debt securities in the cash
market and liquidate its futures position.
The
purchase of a call option on a futures contract is similar in some respects to the purchase of a call option on an individual
security. Depending on the pricing of the option compared to either the price of the futures contract upon which it is based or
the price of the underlying debt securities, it may or may not be less risky than ownership of the futures contract or underlying
debt securities. As with the purchase of futures contracts, when the Fund is not fully invested it may purchase a call option
on a futures contract to hedge against a market advance due to declining interest rates.
The
purchase of a put option on a futures contract is similar to the purchase of protective put options on portfolio securities. The
Fund will purchase a put option on a futures contract to hedge the Fund’s portfolio against the risk of rising interest
rates and a consequent reduction in the value of portfolio securities.
The
writing of a call option on a futures contract constitutes a partial hedge against declining prices of the securities which are
deliverable upon exercise of the futures contract. If the futures price at expiration of the option is below the exercise price,
the Fund will retain the full amount of the option premium which provides a partial hedge against any decline that may have occurred
in the Fund’s portfolio holdings. The writing of a put option on a futures contract constitutes a partial hedge against
increasing prices of the securities that are deliverable upon exercise of the futures contract. If the futures price at expiration
of the option is higher than the exercise price, the Fund will retain the full amount of the option premium, which provides a
partial hedge against any increase in the price of debt securities that the Fund intends to purchase. If a put or call option
the Fund has written is exercised, the Fund will incur a loss which will be reduced by the amount of the premium it received.
The
GDL Fund
Additional Fund Information (Continued) (Unaudited)
Depending
on the degree of correlation between changes in the value of its portfolio securities and changes in the value of its futures
positions, the Fund’s losses from options on futures it has written may to some extent be reduced or increased by changes
in the value of its portfolio securities.
Currency
Futures and Options Thereon. Generally, foreign currency futures contracts and options thereon are similar to the interest
rate futures contracts and options thereon discussed previously. By entering into currency futures and options thereon, the Fund
will seek to establish the rate at which it will be entitled to exchange U.S. dollars for another currency at a future time. By
selling currency futures, the Fund will seek to establish the number of dollars it will receive at delivery for a certain amount
of a foreign currency. In this way, whenever the Fund anticipates a decline in the value of a foreign currency against the U.S.
dollar, the Fund can attempt to “lock in” the U.S. dollar value of some or all of the securities held in its portfolio
that are denominated in that currency. By purchasing currency futures, the Fund can establish the number of dollars it will be
required to pay for a specified amount of a foreign currency in a future month. Thus, if the Fund intends to buy securities in
the future and expects the U.S. dollar to decline against the relevant foreign currency during the period before the purchase
is effected, the Fund can attempt to “lock in” the price in U.S. dollars of the securities it intends to acquire.
The
purchase of options on currency futures will allow the Fund, for the price of the premium and related transaction costs it must
pay for the option, to decide whether or not to buy (in the case of a call option) or to sell (in the case of a put option) a
futures contract at a specified price at any time during the period before the option expires. If the Investment Adviser, in purchasing
an option, has been correct in its judgment concerning the direction in which the price of a foreign currency would move against
the U.S. dollar, the Fund may exercise the option and thereby take a futures position to hedge against the risk it had correctly
anticipated or close out the option position at a gain that will offset, to some extent, currency exchange losses otherwise suffered
by the Fund. If exchange rates move in a way the Fund did not anticipate, however, the Fund will have incurred the expense of
the option without obtaining the expected benefit; any such movement in exchange rates may also thereby reduce rather than enhance
the Fund’s profits on its underlying securities transactions.
Securities
Index Futures Contracts and Options Thereon. Purchases or sales of securities index futures contracts are used for hedging
purposes to attempt to protect the Fund’s current or intended investments from broad fluctuations in stock or bond prices.
For example, the Fund may sell securities index futures contracts in anticipation of or during a market decline to attempt to
offset the decrease in market value of the Fund’s securities portfolio that might otherwise result. If such decline occurs,
the loss in value of portfolio securities may be offset, in whole or part, by gains on the futures position. When the Fund is
not fully invested in the securities market and anticipates a significant market advance, it may purchase securities index futures
contracts in order to gain rapid market exposure that may, in part or entirely, offset increases in the cost of securities that
the Fund intends to purchase. As such purchases are made, the corresponding positions in securities index futures contracts will
be closed out. The Fund may write put and call options on securities index futures contracts for hedging purposes.
Traditional
Preferred Securities. Traditional preferred securities generally pay fixed or adjustable rate dividends to investors and
generally have a “preference” over common stock in the payment of dividends and the liquidation of a company’s
assets. This means that a company must pay dividends on preferred stock before paying any dividends on its common stock. In order
to be payable, distributions on such preferred securities
The
GDL Fund
Additional Fund Information (Continued) (Unaudited)
must
be declared by the issuer’s board of directors. Income payments on typical preferred securities currently outstanding are
cumulative, causing dividends and distributions to accumulate even if not declared by the board of directors or otherwise made
payable. In such a case all accumulated dividends must be paid before any dividend on the common stock can be paid. However, some
traditional preferred stocks are non-cumulative, in which case dividends do not accumulate and need not ever be paid. A portion
of the portfolio may include investments in non-cumulative preferred securities, whereby the issuer does not have an obligation
to make up any arrearages to its shareholders. Should an issuer of a non-cumulative preferred stock held by the Fund determine
not to pay dividends on such stock, the amount of dividends the Fund pays may be adversely affected. There is no assurance that
dividends or distributions on the preferred securities in which the Fund invests will be declared or otherwise made payable.
Preferred
shareholders usually have no right to vote for corporate directors or on other matters. Shares of preferred stock have a liquidation
value that generally equals the original purchase price at the date of issuance. The market value of preferred securities may
be affected by favorable and unfavorable changes impacting companies in which the Fund invests and by actual and anticipated changes
in tax laws, such as changes in corporate income tax rates or the “Dividends Received Deduction.” Because the claim
on an issuer’s earnings represented by preferred securities may become onerous when interest rates fall below the rate payable
on such securities, the issuer may redeem the securities. Thus, in declining interest rate environments in particular, the Fund’s
holdings, if any, of higher rate-paying fixed rate preferred securities may be reduced and the Fund may be unable to acquire securities
of comparable credit quality paying comparable rates with the redemption proceeds.
Trust
Preferred Securities. The Fund may invest in trust preferred securities. Trust preferred securities are typically issued
by corporations, generally in the form of interest bearing notes with preferred securities characteristics, or by an affiliated
business trust of a corporation, generally in the form of beneficial interests in subordinated debentures or similarly structured
securities. The trust preferred securities market consists of both fixed and adjustable coupon rate securities that are either
perpetual in nature or have stated maturity dates.
Trust
preferred securities are typically junior and fully subordinated liabilities of an issuer and benefit from a guarantee that is
junior and fully subordinated to the other liabilities of the guarantor. In addition, trust preferred securities typically permit
an issuer to defer the payment of income for five years or more without triggering an event of default. Because of their subordinated
position in the capital structure of an issuer, the ability to defer payments for extended periods of time without default consequences
to the issuer, and certain other features (such as restrictions on common dividend payments by the issuer or ultimate guarantor
when full cumulative payments on the trust preferred securities have not been made), these trust preferred securities are often
treated as close substitutes for traditional preferred securities, both by issuers and investors. Trust preferred securities have
many of the key characteristics of equity due to their subordinated position in an issuer’s capital structure and because
their quality and value are heavily dependent on the profitability of the issuer rather than on any legal claims to specific assets
or cash flows.
Trust
preferred securities include but are not limited to trust originated preferred securities (“TOPRS®”); monthly
income preferred securities (“MIPS®”); quarterly income bond securities (“QUIBS®” ); quarterly
income debt securities (“QUIDS®”); quarterly income preferred securities (“QUIPSSM”); corporate trust
securities (“CORTS®”); public income notes (“PINES®”); and other trust preferred securities.
The
GDL Fund
Additional Fund Information (Continued) (Unaudited)
Trust
preferred securities are typically issued with a final maturity date, although some are perpetual in nature. In certain instances,
a final maturity date may be extended and/or the final payment of principal may be deferred at the issuer’s option for a
specified time without default. No redemption can typically take place unless all cumulative payment obligations have been met,
although issuers may be able to engage in open-market repurchases without regard to whether all payments have been paid.
Many
trust preferred securities are issued by trusts or other special purpose entities established by operating companies and are not
a direct obligation of an operating company. At the time the trust or special purpose entity sells such preferred securities to
investors, it purchases debt of the operating company (with terms comparable to those of the trust or special purpose entity securities),
which enables the operating company to deduct for tax purposes the interest paid on the debt held by the trust or special purpose
entity. The trust or special purpose entity is generally required to be treated as transparent for Federal income tax purposes
such that the holders of the trust preferred securities are treated as owning beneficial interests in the underlying debt of the
operating company. Accordingly, payments on the trust preferred securities are treated as interest rather than dividends for Federal
income tax purposes. The trust or special purpose entity in turn would be a holder of the operating company’s debt and would
have priority with respect to the operating company’s earnings and profits over the operating company’s common shareholders,
but would typically be subordinated to other classes of the operating company’s debt. Typically a preferred share has a
rating that is slightly below that of its corresponding operating company’s senior debt securities.
Convertible
Securities. A convertible security entitles the holder to exchange such security for a fixed number of shares of common
stock or other equity security, usually of the same company, at fixed prices within a specified period of time and to receive
the fixed income of a bond or the dividend preference of a preferred stock until the holder elects to exercise the conversion
privilege. The fixed income or dividend component of a convertible security is referred to as the security’s “investment
value.”
A
convertible security’s position in a company’s capital structure depends upon its particular provisions. In the case
of subordinated convertible debentures, the holder’s claims on assets and earnings are subordinated to the claims of others
and are senior to the claims of common stockholders.
To
the degree that the price of a convertible security rises above its investment value because of a rise in price of the underlying
common stock, the value of such security is influenced more by price fluctuations of the underlying common stock and less by its
investment value. The price of a convertible security that is supported principally by its conversion value will rise along with
any increase in the price of the common stock, and such price generally will decline along with any decline in the price of the
common stock except that the security will receive additional support as its price approaches investment value. A convertible
security purchased or held at a time when its price is influenced by its conversion value will produce a lower yield than nonconvertible
senior securities with comparable investment values. Convertible securities may be purchased by the Fund at varying price levels
above their investment values and/or their conversion values in keeping with the Fund’s investment objective.
Many
convertible securities in which the Fund will invest have call provisions entitling the issuer to redeem the security at a specified
time and at a specified price. This is one of the features of a convertible security which affects valuation. Calls may vary from
absolute calls to provisional calls. Convertible securities with superior
The
GDL Fund
Additional Fund Information (Continued) (Unaudited)
call
protection usually trade at a higher premium. If long term interest rates decline, the interest rates of new convertible securities
will also decline. Therefore, in a falling interest rate environment, companies may be expected to call convertible securities
with high coupons and the Fund would have to invest the proceeds from such called issues in securities with lower coupons. Thus,
convertible securities with superior call protection will permit the Fund to maintain a higher yield than with issues without
call protection.
Dilution
Risk for Convertible Securities. In the absence of adequate anti-dilution provisions in a convertible security, dilution
in the value of the Fund’s holding may occur in the event the underlying stock is subdivided, additional equity securities
are issued for below market value, a stock dividend is declared, or the issuer enters into another type of corporate transaction
that has a similar effect.
Contingent
Convertible Securities. One type of convertible security in which the Fund may invest is contingent convertible securities,
sometimes referred to as “CoCos.” CoCos are a form of hybrid debt security issued by banking institutions that are
intended to either automatically convert into equity or have their principal written down upon the occurrence of certain “trigger
events,” which may include a decline in the issuer’s capital below a specified threshold level, increase in the issuer’s
risk weighted assets, the share price of the issuer falling to a particular level for a certain period of time and certain regulatory
events. CoCos’ unique equity conversion or principal write-down features are tailored to the issuing banking institution
and its regulatory requirements.
CoCos
are a newer form of instrument and the regulatory environment for these instruments continues to evolve. Because the market for
such securities is evolving, it is uncertain how the larger market for CoCos would react to a trigger event, coupon cancellation,
write-down of par value or coupon suspension (as described below) applicable to a single issuer. Following conversion of a CoCo,
because the common stock of the issuer may not pay a dividend, investors in such securities could experience reduced yields or
no yields at all.
Loss
Absorption Risk. CoCos have fully discretionary coupons. This means coupons can potentially be cancelled at the banking institution’s
discretion or at the request of the relevant regulatory authority in order to help the bank absorb losses. The liquidation value
of a CoCo may be adjusted downward to below the original par value or written off entirely under certain circumstances. The write-down
of the security’s par value may occur automatically and would not entitle holders to institute bankruptcy proceedings against
the issuer. In addition, an automatic write-down could result in a reduced income rate if the dividend or interest payment associated
with the security is based on the security’s par value. Coupon payments may also be subject to approval by the issuer’s
regulator and may be suspended in the event there are insufficient distributable reserves. Due to uncertainty surrounding coupon
payments, CoCos may be volatile and their price may decline rapidly in the event that coupon payments are suspended.
Subordinated
Instruments. CoCos will, in the majority of circumstances, be issued in the form of subordinated debt instruments in order
to provide the appropriate regulatory capital treatment prior to a conversion. Accordingly, in the event of liquidation, dissolution
or winding-up of an issuer prior to a conversion having occurred, the rights and claims of the holders of the CoCos, such as the
Fund, against the issuer in respect of or arising under the terms of the CoCos shall generally rank junior to the claims of all
holders of unsubordinated obligations of the issuer. In addition, if the CoCos are converted into the issuer’s underlying
equity securities following a conversion event (i.e., a “trigger”), each holder will be subordinated due to their
conversion from being the holder of a debt instrument to being the holder of an equity instrument. Such conversion may be automatic.
The
GDL Fund
Additional Fund Information (Continued) (Unaudited)
Unpredictable
Market Value Fluctuate. The value of CoCos is unpredictable and will be influenced by many factors including, without limitation:
(i) the creditworthiness of the issuer and/or fluctuations in such issuer’s applicable capital ratios; (ii) supply and demand
for the CoCos; (iii) general market conditions and available liquidity; and (iv) economic, financial and political events that
affect the issuer, its particular market or the financial markets in general.
Warrants
and Rights. The Fund may invest in warrants and rights (including those acquired in units or attached to other securities)
which entitle the holder to buy equity securities at a specific price for or at the end of a specific period of time. The Fund
will do so only if the underlying equity securities are deemed appropriate by the Investment Adviser for inclusion in the Fund’s
portfolio.
Investing
in rights and warrants can provide a greater potential for profit or loss than an equivalent investment in the underlying security,
and thus can be a riskier investment. The value of a right or warrant may decline because of a decline in the value of the underlying
security, the passage of time, changes in interest rates or in the dividend or other policies of the Fund whose equity underlies
the warrant, a change in the perception as to the future price of the underlying security, or any combination thereof. Rights
and warrants generally pay no dividends and confer no voting or other rights other than the right to purchase the underlying security.
Investing
in Japan. There are special risks associated with investments in Japan. If the Fund invests in Japan, the value of the
Fund’s shares may vary widely in response to political and economic factors affecting companies in Japan. Political, social
or economic disruptions in Japan or in other countries in the region may adversely affect the values of Japanese securities and
thus the Fund’s holdings. Additionally, since securities in Japan are denominated and quoted in yen, the value of the Fund’s
Japanese securities as measured in U.S. dollars may be affected by fluctuations in the value of the Japanese yen relative to the
U.S. dollar. Japanese securities are also subject to the more general risks associated with foreign securities.
Investing
in Latin America. The economies of Latin American countries have in the past experienced considerable difficulties, including
high inflation rates and high interest rates. The emergence of the Latin American economies and securities markets will require
continued economic and fiscal discipline that has been lacking at times in the past, as well as stable political and social conditions.
International economic conditions, particularly those in the United States, as well as world prices for oil and other commodities
may also influence the development of the Latin American economies.
Some
Latin American currencies have experienced steady devaluations relative to the U.S. dollar and certain Latin American countries
have had to make major adjustments in their currencies from time to time. In addition, governments of many Latin American countries
have exercised and continue to exercise substantial influence over many aspects of the private sector. Governmental actions in
the future could have a significant effect on economic conditions in Latin American countries, which could affect the companies
in which the Fund invests and, therefore, the value of the Fund’s shares. As noted, in the past, many Latin American countries
have experienced substantial, and in some periods extremely high, rates of inflation for many years. For companies that keep accounting
records in the local currency, inflation accounting rules in some Latin American countries require, for both tax and accounting
purposes, that certain assets and liabilities be restated on the company’s balance sheet in order to express items in terms
of currency of constant purchasing power. Inflation accounting may indirectly generate losses or profits for certain Latin American
companies. Inflation and rapid fluctuations
The
GDL Fund
Additional Fund Information (Continued) (Unaudited)
in
inflation rates have had, and could, in the future, have very negative effects on the economies and securities markets of certain
Latin American countries.
Substantial
limitations may exist in certain countries with respect to the Fund’s ability to repatriate investment income, capital or
the proceeds of sales of securities. The Fund could be adversely affected by delays in, or a refusal to grant, any required governmental
approval for repatriation of capital, as well as by the application to the Fund of any restrictions on investments.
Certain
Latin American countries have entered into regional trade agreements that are designed to, among other things, reduce barriers
between countries, increase competition among companies and reduce government subsidies in certain industries. No assurances can
be given that these changes will be successful in the long term, or that these changes will result in the economic stability intended.
There is a possibility that these trade arrangements will not be fully implemented, or will be partially or completely unwound.
It is also possible that a significant participant could choose to abandon a trade agreement, which could diminish its credibility
and influence. Any of these occurrences could have adverse effects on the markets of both participating and non-participating
countries, including sharp appreciation or depreciation of participants’ national currencies and a significant increase
in exchange rate volatility, a resurgence in economic protectionism, an undermining of confidence in the Latin American markets,
an undermining of Latin American economic stability, the collapse or slowdown of the drive towards Latin American economic unity,
and/or reversion of the attempts to lower government debt and inflation rates that were introduced in anticipation of such trade
agreements. Such developments could have an adverse impact on the Fund’s investments in Latin America generally or in specific
countries participating in such trade agreements.
Other
Latin American market risks include foreign exchange controls, difficulties in pricing securities, defaults on sovereign debt,
difficulties in enforcing favorable legal judgments in local courts and political and social instability. Legal remedies available
to investors in certain Latin American countries may be less extensive than those available to investors in the United States
or other foreign countries.
Investing
in Asia-Pacific Countries. In addition to the risks of investing in foreign securities and the risks of investing in emerging
markets, the developing market Asia-Pacific countries are subject to certain additional or specific risks. In many of these markets,
there is a high concentration of market capitalization and trading volume in a small number of issuers representing a limited
number of industries, as well as a high concentration of investors and financial intermediaries. Many of these markets also may
be affected by developments with respect to more established markets in the region such as in Japan and Hong Kong. Brokers in
developing market Asia-Pacific countries typically are fewer in number and less well capitalized than brokers in the United States.
Many
of the developing market Asia-Pacific countries may be subject to a greater degree of economic, political and social instability
than is the case in the United States and Western European countries. Such instability may result from, among other things: (i)
authoritarian governments or military involvement in political and economic decision-making, including changes in government through
extra-constitutional means; (ii) popular unrest associated with demands for improved political, economic and social conditions;
(iii) internal insurgencies; (iv) hostile relations with neighboring countries; and (v) ethnic, religious and racial disaffection.
In addition, the
The
GDL Fund
Additional Fund Information (Continued) (Unaudited)
governments
of many of such countries, such as Indonesia, have a substantial role in regulating and supervising the economy.
Another
risk common to most such countries is that the economy is heavily export oriented and, accordingly, is dependent upon international
trade. The existence of overburdened infrastructure and obsolete financial systems also presents risks in certain countries, as
do environmental problems. Certain economies also depend to a significant degree upon exports of primary commodities and, therefore,
are vulnerable to changes in commodity prices that, in turn, may be affected by a variety of factors.
The
rights of investors in developing market Asia-Pacific companies may be more limited than those of shareholders of U.S. corporations.
It may be difficult or impossible to obtain and/or enforce a judgment in a developing market Asia-Pacific country.
Some
developing Asia-Pacific countries prohibit or impose substantial restrictions on investments in their capital markets, particularly
their equity markets, by foreign entities. For example, certain countries may require governmental approval prior to investments
by foreign persons or limit the amount of investment by foreign persons in a particular company.
Loans
of Portfolio Securities Risk. Consistent with applicable regulatory requirements and the Fund’s investment restrictions,
the Fund may lend its portfolio securities to securities broker-dealers or financial institutions, provided that such loans are
callable at any time by the Fund (subject to notice provisions described below), and are at all times collateralized by cash or
cash equivalents, which are maintained at all times in an amount equal to at least 100% of the market value, determined daily,
of the loaned securities. The advantage of such loans is that the Fund continues to receive the income on the loaned securities
while at the same time earning interest on the cash amounts deposited as collateral, which will be invested in short term highly
liquid obligations. The Fund will not lend its portfolio securities if such loans are not permitted by the laws or regulations
of any state in which its shares are qualified for sale. The Fund’s loans of portfolio securities will be collateralized
in accordance with applicable regulatory requirements, which means that “cash equivalents” accepted as collateral
will be limited to securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities or irrevocable
letters of credit issued by a bank (other than the Fund’s bank lending agent, if any, or a borrower of the Fund’s
portfolio securities or any affiliate of such bank or borrower) which qualifies as a custodian bank for an investment company
under the 1940 Act, and no loan will cause the value of all loaned securities to exceed 20% of the value of the Fund’s total
assets. The Fund’s ability to lend portfolio securities may be limited by rating agency guidelines (if any).
A
loan may generally be terminated by the borrower on one business days’ notice, or by the Fund at any time thereby requiring
the borrower to redeliver the borrowed securities within the normal and customary settlement time for securities transactions.
If the borrower fails to deliver the loaned securities within the normal and customary settlement time for securities transactions,
the Fund could use the collateral to replace the securities while holding the borrower liable for any excess of replacement cost
over the value of the collateral pledged by the borrower. As with any extensions of credit, there are risks of delay in recovery
and in some cases even loss of rights in the collateral should the borrower of the securities violate the terms of the loan or
fail financially. However, these loans of portfolio securities will only be made to firms deemed by the Investment Adviser to
be creditworthy and when the income which can be earned from such loans justifies the attendant risks. The Board
The
GDL Fund
Additional Fund Information (Continued) (Unaudited)
will
oversee the creditworthiness of the contracting parties on an ongoing basis. Upon termination of the loan, the borrower is required
to return the securities to the Fund. Any gain or loss in the market price during the loan period would inure to the Fund.
The
risks associated with loans of portfolio securities are substantially similar to those associated with repurchase agreements.
Thus, if the counter party to the loan petitions for bankruptcy or becomes subject to the United States Bankruptcy Code, the law
regarding the rights of the Fund is unsettled. As a result, under extreme circumstances, there may be a restriction on the Fund’s
ability to sell the collateral and the Fund would suffer a loss. Moreover, because the Fund will reinvest any cash collateral
it receives, as described above, the Fund is subject to the risk that the value of the investments it makes will decline and result
in losses to the Fund. These losses, in extreme circumstances such as the 2007-2009 financial crisis, could be substantial and
have a significant adverse impact on the Fund and its shareholders.
When
voting or consent rights which accompany loaned securities pass to the borrower, the Fund will follow the policy of calling the
loaned securities, to be delivered within one day after notice, to permit the exercise of such rights if the matters involved
would have a material effect on the Fund’s investment in such loaned securities. The Fund will pay reasonable finder’s,
administrative and custodial fees in connection with a loan of its securities, and may also pay fees to one or more securities
lending agents and/or pay other fees or rebates to borrowers.
When
Issued, Delayed Delivery Securities and Forward Commitments. The Fund may enter into forward commitments for the purchase
or sale of securities, including on a “when issued” or “delayed delivery” basis, in excess of customary
settlement periods for the type of security involved. In some cases, a forward commitment may be conditioned upon the occurrence
of a subsequent event, such as approval and consummation of a merger, corporate reorganization or debt restructuring (i.e., a
when, as and if issued security). When such transactions are negotiated, the price is fixed at the time of the commitment, with
payment and delivery taking place in the future, generally a month or more after the date of the commitment. While it will only
enter into a forward commitment with the intention of actually acquiring the security, the Fund may sell the security before the
settlement date if it is deemed advisable by the Investment Adviser.
Securities
purchased under a forward commitment are subject to market fluctuation, and no interest (or dividends) accrues to the Fund prior
to the settlement date. The Fund will segregate with its custodian cash or other liquid assets in an aggregate amount at least
equal to the amount of its outstanding forward commitments.
Additional
Risks Relating to Derivative Investments
Special
Risk Considerations Relating to Futures and Options Thereon. The Fund’s ability to establish and close out positions
in futures contracts and options thereon will be subject to the development and maintenance of liquid markets. Although the Fund
generally will purchase or sell only those futures contracts and options thereon for which there appears to be a liquid market,
there is no assurance that a liquid market on an exchange will exist for any particular futures contract or option thereon at
any particular time. In the event no liquid market exists for a particular futures contract or option thereon in which the Fund
maintains a position, it will not be possible to effect a closing transaction in that contract or to do so at a satisfactory price
and the Fund would have to either make or take delivery under the futures contract or, in the case of a written option, wait to
sell the underlying securities until the option expires or is exercised or, in the case of a purchased option, exercise the
The
GDL Fund
Additional Fund Information (Continued) (Unaudited)
option.
In the case of a futures contract or an option thereon which the Fund has written and which the Fund is unable to close, the Fund
would be required to maintain margin deposits on the futures contract or option thereon and to make variation margin payments
until the contract is closed.
Successful
use of futures contracts and options thereon and forward contracts by the Fund is subject to the ability of the Investment Adviser
to predict correctly movements in the direction of interest and foreign currency rates. If the Investment Adviser’s expectations
are not met, the Fund will be in a worse position than if a hedging strategy had not been pursued. For example, if the Fund has
hedged against the possibility of an increase in interest rates that would adversely affect the price of securities in its portfolio
and the price of such securities increases instead, the Fund will lose part or all of the benefit of the increased value of its
securities because it will have offsetting losses in its futures positions. In addition, in such situations, if the Fund has insufficient
cash to meet daily variation margin requirements, it may have to sell securities to meet the requirements. These sales may be,
but will not necessarily be, at increased prices which reflect the rising market. The Fund may have to sell securities at a time
when it is disadvantageous to do so.
Additional
Risks of Foreign Options, Futures Contracts, Options on Futures Contracts and Forward Contracts. Options, futures contracts
and options thereon and forward contracts on securities and currencies may be traded on foreign exchanges. Such transactions may
not be regulated as effectively as similar transactions in the United States, may not involve a clearing mechanism and related
guarantees, and are subject to the risk of governmental actions affecting trading in, or the prices of, foreign securities. The
value of such positions also could be adversely affected by (i) other complex foreign political, legal and economic factors, (ii)
lesser availability than in the United States of data on which to make trading decisions, (iii) delays in the Fund’s ability
to act upon economic events occurring in the foreign markets during non-business hours in the United States, (iv) the imposition
of different exercise and settlement terms and procedures and margin requirements than in the United States and (v) less trading
volume.
Exchanges
on which options, futures and options on futures are traded may impose limits on the positions that the Fund may take in certain
circumstances.
Risks
of Currency Transactions. Currency transactions are also subject to risks different from those of other portfolio transactions.
Because currency control is of great importance to the issuing governments and influences economic planning and policy, purchases
and sales of currency and related instruments can be adversely affected by government exchange controls, limitations or restrictions
on repatriation of currency, and manipulation, or exchange restrictions imposed by governments. These forms of governmental action
can result in losses to the Fund if it is unable to deliver or receive currency or monies in settlement of obligations and could
also cause hedges it has entered into to be rendered useless, resulting in full currency exposure as well as incurring transaction
costs.
INVESTMENT
RESTRICTIONS
The
Fund operates under the following restrictions that constitute fundamental policies under the 1940 Act and that, except as otherwise
noted, cannot be changed without the affirmative vote of the holders of a majority of the outstanding voting securities of the
Fund voting together as a single class (which for this purpose and under the 1940 Act means the lesser of (i) 67% of the shares
represented at a meeting at which more than 50% of the outstanding shares are represented or (ii) more than 50% of the outstanding
shares). In addition,
The
GDL Fund
Additional Fund Information (Continued) (Unaudited)
pursuant
to the Statements of Preferences of the Series C Preferred Shares, the affirmative vote of the holders of a majority of the outstanding
preferred shares of the Fund voting as a separate class (which for this purpose and under the 1940 Act means the lesser of (i)
67% of the preferred shares, as a single class, represented at a meeting at which more than 50% of the Fund’s outstanding
preferred shares are represented or (ii) more than 50% of the outstanding preferred shares), is also required to change a fundamental
policy. Except as otherwise noted, all percentage limitations set forth below apply immediately after a purchase or initial investment
and any subsequent change in any applicable percentage resulting from market fluctuations does not require any action. The Fund
may not:
(1)
invest more than 25% of its total assets, taken at market value at the time of each investment, in the securities of issuers in
any particular industry. This restriction does not apply to investments in U.S. government securities;
(2)
purchase commodities or commodity contracts if such purchase would result in regulation of the Fund as a commodity pool operator;
(3)
purchase or sell real estate, provided the Fund may invest in securities and other instruments secured by real estate or interests
therein or issued by companies that invest in real estate or interests therein;
(4)
make loans of money or other property, except that (i) the Fund may acquire debt obligations of any type (including through extensions
of credit), enter into repurchase agreements and lend portfolio assets and (ii) the Fund may, with respect to up to 20% of the
Fund’s total assets, lend money or other property to other investment companies advised by the Investment Adviser pursuant
to a common lending program to the extent permitted by applicable law;
(5)
borrow money, except to the extent permitted by applicable law;
(6)
issue senior securities, except to the extent permitted by applicable law; or
(7)
underwrite securities of other issuers, except insofar as the Fund may be deemed an underwriter under applicable law in selling
portfolio securities; provided, however, this restriction shall not apply to securities of any investment company organized by
the Fund that are to be distributed pro rata as a dividend to its shareholders;
The
GDL Fund
Additional Fund Information (Continued) (Unaudited)
MANAGEMENT
OF THE FUND